Common use of The Registration Statement Clause in Contracts

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement and Exchange Offer Prospectus contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Merger and Company Share Transfer, which Registration Statement will also contain (a) a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at Purchaser Extraordinary General Meeting and providing Purchaser shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on Purchaser Shareholder Approval Matters, and (b) an exchange offer prospectus of Pubco (the “Exchange Offer Prospectus” for use in connection with the Pubco Offer. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne by Purchaser. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held, thirty (30) days after Registration Statement has become effective or as the Purchaser and the Company may mutually determine (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, by the holders of Purchaser Ordinary Shares, as amended to cover ordinary resolutions and special resolutions, as required by and in accordance with Purchaser’s Organizational Documents and IPO Prospectus, the offeringSecurities Act, issuance The Cayman Act, the UK Act and sale by Apple the rules and regulations of such number the SEC and Nasdaq (the approvals described in the foregoing clause, the “Purchaser Shareholder Approval Matters”) and (ii) as ordinary resolutions and special resolutions, as applicable, any other proposals that are required for the consummation of shares of Apple Common Stock at the IPO Price (which need not be set forth Transactions that are submitted to, and require the vote of, the Public Shareholders in the Registration Statement when it becomes effective under and agreed to by Purchaser and the Company. The board of directors of Purchaser shall not withdraw, amend, qualify or modify its unanimous recommendation to the Company Shareholders that they vote in favor of Purchaser Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Shareholders described in the Recitals hereto, a “Modification in Recommendation”). Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Extraordinary General Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting; provided the Purchaser Extraordinary General Meeting is held no later than three (3) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the Cayman Act, the UK Act and the rules and regulations of the Underwriter's discount SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or commissions) supplement thereto prior to filing the same with the SEC. Purchaser shall consider any such comments in at least good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the amount Company and its counsel in connection therewith. Purchaser shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (the "Minimum Cash Amount") financial or otherwise), business and operations that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth may be required or appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountmaterially misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration Shares, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE, (ii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Company Stockholder and the Purchaser (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Disinterested Director Majority, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholder, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the DGCL and the Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on Redemption. 10. The Original Agreement is hereby amended by adding a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.new Section 6.24 as follows:

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at the Closing Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the “Purchaser Shareholder Approval Matters”), and the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC. (c) Purchaser, issuance the Company and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in Pubco, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and being declared effective, Purchaser and Pubco shall distribute the Other Financing SourcesProxy Statement to Purchaser’s shareholders and, pursuant thereto, shall have been declared effective under call the Securities Extraordinary General Meeting in accordance with the Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a general meeting of SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be repaid on a number of Pubco Ordinary Shares equal to a percentage of the IPO Closing Date aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall have been issued hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, on the date for which the SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational Documents. In connection with the Registration Statement, SPAC and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not have initiated be unreasonably withheld, delayed or threatened conditioned). (c) The Company shall provide SPAC and Pubco with such information concerning the LLP Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to initiate Litigation for that purpose; state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (d) SPAC and (C) Pubco shall take any and all reasonable and necessary actions required to satisfy the Underwriter requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementcause each of its Subsidiaries to, if any) to purchase from Apple on a firm commitment basis for resale make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC and their respective Representatives in connection with the drafting of the public initially at filings with respect to the IPO Pricetransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders to the extent required by applicable Laws and subject to the terms and conditions set forth in of this Agreement and SPAC’s Organizational Documents. (e) SPAC and Pubco, with the Underwriting Agreementassistance of the other Parties, such number of shares of Apple Common Stock covered by shall promptly respond to any SEC comments on the Registration Statement asand shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, when multiplied by and shall inform the price per share Company of Apple Common Stock to be paid by any material oral comments, that SPAC, Pubco or their respective Representatives receive from the Underwriter to Apple pursuant SEC or its staff with respect to the Underwriting AgreementRegistration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and SPAC shall not provide any such responses to the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall distribute the Registration Statement to SPAC Shareholders and, pursuant thereto, shall equal call the SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at least such SPAC Shareholder Meeting. (g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the Minimum Cash AmountNYSE, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC, Pubco and the Company shall prepare and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the applicable Effective Times, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters in the event that the Closing occurs. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at a general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Plan for Pubco in a form to be reasonably agreed to by the Company and SPAC (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.16 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) The board of directors of SPAC shall not (and no committee or subgroup thereof shall) withdraw, withhold, amend, qualify or modify, or publicly propose to withdraw, withhold, amend, qualify or modify, its recommendation to the SPAC’s shareholders that they vote in favor of Shareholder Approval Matters (a “Change in Recommendation”), except to the extent that SPAC’s board of directors determines in good faith, after consultation with its outside legal counsel, that such Change in Recommendation is required by the board’s fiduciary duties under applicable Law; provided that the board of directors of the SPAC may not make such Change in Recommendation unless (A) the board of directors of the SPAC has provided written notice to the Company (the “Recommendation Change Notice”) that it is prepared to make a Change in Recommendation at least ten (10) days prior to taking such action, which notice shall specify the basis for why a failure to make an Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and its shareholders under applicable Law, (B) during the ten (10) day period after delivery of the Recommendation Change Notice, SPAC shall negotiate in good faith with the Company regarding any revisions or adjustments to this Agreement that the Company proposes to make as would enable the board of directors of the SPAC to reaffirm its recommendation to the SPAC’s shareholders that they vote in favor of the Shareholder Approval Matters and not make such Change in Recommendation and (C) at the end of such ten (10) day period and taking into account any changes to the terms of this Agreement committed to in a binding written offer by the Company, the board of directors of the SPAC determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and SPAC’s shareholders under applicable Law. SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholder Meeting shall not be affected by any Change in Recommendation (provided, that SPAC may, without the consent of the Company, postpone the SPAC Shareholder Meeting, subject to the SPAC Charter and the Cayman Islands Companies Act, after delivering a Recommendation Change Notice until such time after which the ten (10) day period required for a Change in Recommendation in connection therewith has elapsed and SPAC can disclose to its shareholders in accordance with applicable securities Laws, including pursuant to a supplement or amendment to the Registration Statement, either a Change in Recommendation or the changes to this Agreement that were agreed to by the Company to avoid a Change in Recommendation). If, on the date for which the SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may, subject to the SPAC Charter and the Cayman Islands Companies Act, make one or more successive postponements or, with the consent of the SPAC Shareholder Meeting, adjournments of the SPAC Shareholder Meeting. In connection with the Registration Statement, SPAC and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Charter, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Warrants, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the SPAC Charter. (d) SPAC and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, SPAC and Pubco shall distribute the Other Financing SourcesRegistration Statement to SPAC’s shareholders and, pursuant thereto, shall have been declared effective under call the Securities SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) SPAC and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing Redemption.

The Registration Statement. (a) As promptly as practicable after the Signing Date, HUDA and Pubco shall jointly prepare, and Pubco shall file with the SEC (at the sole cost and expense of Pubco with respect to any applicable SEC filing fees and/or registration fees, subject to Section 10.3) a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Ordinary Shares to be issued under this Agreement to (A) The Registration Statementthe holders of HUDA Securities prior to the Effective Time and (B) Joining Sellers who first execute and deliver to HUDA, as amended to cover Pubco and the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at Company Seller ▇▇▇▇▇▇▇▇ after the IPO Price (date on which need not be set forth in the Registration Statement when it becomes shall have become effective under (the Securities Act“Registration Statement Effective Date”) (other than as shall yield aggregate cash proceeds to Apple from that sale (net a transferee of the Underwriter's discount Signing Seller or commissionsanother Joining Seller who was a Joining Seller on or prior to the Registration Statement Effective Date) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, and (ii) the distribution of up to fifty percent (50%) (such percentage to be determined by the Signing Seller prior to the Registration Statement Effective Date) of the Exchange Shares to be received by the Signing Seller to the shareholders (the “Parent Shareholders”) of its ultimate parent entity (the “Signing Seller Distribution”), which Registration Statement will also contain a proxy statement of HUDA (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from HUDA stockholders for the matters to be acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with HUDA’s Organizational Documents and the IPO Prospectus to have their HUDA Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from HUDA shareholders to vote, at least the amount a special meeting of HUDA stockholders to be called and held for such purpose (the "Minimum Cash Amount"“Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and any securities in any Transaction Financing), by the holders of HUDA Common Stock in accordance with HUDA’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws or the Laws of the British Virgin Islands, the adoption of the Amended Pubco M&A, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and HUDA and which will provide that is sufficientthe total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing (or such other percentage as reasonably agreed by HUDA, the Company, and Pubco prior to the Registration Effective Date), (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) the approval of an amendment to the Insider Letter, effective upon the Closing, to provide that up to an aggregate of 3,000,000 Pubco Ordinary Shares issued pursuant to this Agreement in exchange for the Founder Shares, HUDA Private Units, HUDA Private Shares and HUDA Rights, when added together with the Pubco Ordinary Shares issued pursuant to this Agreement in satisfaction of the Converted Sponsor Loans, will be released from the restrictions on Transfer (as defined in the Insider Letter) set forth therein (the “Insider Letter Amendment Approval”), (F) such other matters as the Company, Pubco and HUDA shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (F), collectively, the “Stockholder Approval Matters”, and (G) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable determination of HUDA. (c) HUDA, acting through the HUDA Board (or a committee thereof), shall (i) make the HUDA Recommendation and include the HUDA Recommendation in the Proxy Statement, (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. The HUDA Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the HUDA Recommendation. Without the prior written consent of the Company, HUDA shall not be entitled to postpone or adjourn the Special Stockholder Meeting except: (i) to the fundsextent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that HUDA has determined in good faith is required by applicable Law is disclosed to HUDA stockholders with sufficient time prior to the Special Stockholder Meeting for HUDA stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, if any, available from other sources as of the time for which the Special Stockholder Meeting is scheduled (if any, and as set forth in the Proxy Statement or its supplement), there are insufficient shares of HUDA Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Stockholder Meeting; or (iv) in order to solicit additional proxies from HUDA stockholders required to obtain the Required HUDA Stockholder Approval; provided, that, in the event of a postponement or adjournment, the Special Stockholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and HUDA may make one or more successive postponements or adjournments of the Special Stockholder Meeting in accordance with the terms of this Agreement; provided, further that, such postponement or adjournment cannot extend more than five (5) Business Days in the aggregate without the Company’s prior written consent. (d) In connection with the Registration Statement, HUDA and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law, HUDA’s Organizational Documents, Pubco’s Organizational Documents, the Laws of the British Virgin Islands, the DGCL and the rules and regulations of the SEC and Nasdaq. HUDA and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide HUDA with such reasonable information concerning the Company Entities and their respective Subsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. (e) HUDA and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act) (, the "Other Financing Sources") Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Stockholder Meeting and the Redemption. Each of HUDA, Pubco and the Company shall, and shall cause their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) other Parties and their respective Representatives in connection with the total cash portion drafting of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant public filings with respect to the Other Agreements as Transactions, including the Registration Statement, and responding in a result of timely manner to comments from the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement discloses (and other related materials) if and to the extent that such Party has become aware that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. HUDA and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the time it becomes effective sole cost and expense of HUDA) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to HUDA’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and HUDA’s Organizational Documents; provided, that neither HUDA nor Pubco shall amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. (f) HUDA and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. HUDA and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that HUDA, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the IPO Closing Date with proceeds received by Apple other Parties and their counsel in connection therewith. (g) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, HUDA and Pubco shall distribute the Registration Statement to HUDA’s shareholders and, HUDA shall call the Special Stockholder Meeting in accordance with the DGCL for a date as promptly as practicable, but in no event later than thirty (30) days, after the Registration Statement Effective Date. (h) Notwithstanding anything to the contrary contained in this Agreement, each of HUDA, Pubco and the Other Financing SourcesCompany hereby agree that, without the prior written consent of HUDA, Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Shares (other than those that are expected to be a Pubco Insider immediately after the Closing) which is dated prior to the Registration Statement Effective Date or which does not contain an acknowledgement by such holder of Company Shares that it has received the Proxy Statement prospectus with respect to the Transactions. (i) HUDA and Pubco shall have been declared effective under comply with all applicable Laws, any applicable rules and regulations of Nasdaq, HUDA’s Organizational Documents and this Agreement in the Securities Act by the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement shall have been issued by Statement, any solicitation of proxies thereunder, the SEC, calling and holding of the Special Stockholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the Purchaser IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the approval of the Domestication; (iii) the adoption and approval of the Interim Purchaser Certificate of Incorporation to replace the Purchaser Organizational Documents upon the Domestication; (iv) the approval of the Final Purchaser Certificate of Incorporation to replace the Interim Purchaser Certificate of Incorporation upon the Closing; (v) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Closing Redemption); (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (vi) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Redemption. Each of the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) The Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Purchaser shall distribute the Registration Statement to the Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) The Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SECPurchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) The the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE. (c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Purchaser’s Organisational Documents. (d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use reasonable endeavours to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective under to “clear” comments from the Securities ActSEC and become effective. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Shareholder Meeting in accordance with the Cayman Companies Act by the SEC; (B) no stop order suspending as soon as practicable following the effectiveness of the Registration Statement Statement. (f) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and Redemption. (Cg) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by As soon as practicable following the Registration Statement as“clearing” comments from the SEC and becoming effective, when multiplied the Company shall solicit a consent in writing or by electronic transmission from the price per share of Apple Common Stock to be paid by Company Shareholders approving and adopting this Agreement, the Underwriter to Apple pursuant Merger and, to the Underwriting Agreementextent required by Law, shall equal at least the Minimum Cash AmountTransactions (the “Company Shareholder Approvals”).

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Stockholder Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the Purchaser’s stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the ”Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the special meeting of the Company’s Stockholders (the “Company Special Meeting”). (b) The Purchaser and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, as amended to cover the offeringPurchaser Special Meeting, issuance and sale by Apple the Company Special Meeting promptly after the receipt of such number comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (c) Purchaser shall file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, will, make publicly available other information) and will take such further action as the Company Stockholders may reasonably request, all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of shares of Apple Common Stock at the IPO Price exemptions provided by (which need not be set forth in the Registration Statement when it becomes effective i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount any similar rule or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act regulation hereafter adopted by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares (including the Deferred Shares) and the Pubco Warrants, as applicable, to be issued under this Agreement to the Legacy SPAC Holders, including the Subscribers, and the Legacy SPV Holders, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the SPAC’s stockholders for the matters to be acted upon at the Special Stockholder Meeting and providing the SPAC’s stockholders an opportunity in accordance with SPAC’s Governing Documents and the IPO Prospectus to have their SPAC Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC’s stockholders to vote, at a special meeting of SPAC stockholders to be called and held for such purpose (the “Special Stockholder Meeting”), in favor of resolutions approving (A) The the adoption and approval of this Agreement and the Transactions by the SPAC’s stockholders in accordance with SPAC’s Governing Documents, the DGCL and the rules and regulations of the SEC and NASDAQ, (B) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (B), collectively, the “Stockholder Approval Matters”) and (C) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) SPAC, acting through the SPAC Board (or a committee thereof), shall (i) make the SPAC Recommendation and include such SPAC Recommendation in the Proxy Statement, and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters. If, on the date for which the Special Stockholder Meeting is scheduled, SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Stockholder Approval Matters, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Special Stockholder Meeting. Upon request by the Company, SPAC, acting through the SPAC Board (or a committee thereof), will postpone or adjourn the Special Stockholder Meeting one or more times until the date on which SPAC has received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters; provided, that SPAC shall not be required to postpone or adjourn the Special Stockholder Meeting pursuant to this Section 6.11(b) for more than 60 days in the aggregate. In connection with the Registration Statement, SPAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, SPAC’s Governing Documents, the DGCL and the rules and regulations of the SEC and NASDAQ. (c) SPAC, the Company and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Stockholder Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of the Target Companies to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, the Company and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to SPAC’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and SPAC’s Governing Documents. (d) SPAC, the Company and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective under to “clear” comments from the Securities ActSEC and become effective. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, SPAC and Pubco shall distribute the Other Financing SourcesRegistration Statement to the SPAC’s stockholders and, SPAC shall have been declared effective under call the Securities Act by Special Stockholder Meeting in accordance with the SEC; (B) no stop order suspending DGCL as soon as practicable following the effectiveness of the Registration Statement Statement. So as to permit the Special Stockholder Meeting to be called as soon as practicable following the effectiveness of the Registration Statement, the Parties shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by cause the Registration Statement as, when multiplied not to incorporate any information or documents by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant reference to the Underwriting Agreementextent such incorporation by reference would necessitate a minimum waiting period between delivery of the Registration Statement and the Special Shareholder Meeting under the instructions to Form S-4. (f) SPAC and Pubco shall comply with all applicable Laws, shall equal at least any applicable rules and regulations of NASDAQ, SPAC’s Governing Documents and this Agreement in the Minimum Cash Amountpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Stockholder Meeting and the Redemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Cayman Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Meeting”), in favor of resolutions approving the Purchaser Shareholder Approval Matters, and the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents and the rules and regulations of the SEC and the NYSE. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offering, issuance SEC and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not to be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added disseminated to the fundsPurchaser Shareholders, if any, available from other sources (if any, in each case as and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby extent required by applicable Laws and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the terms and conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountthis Agreement and Purchaser’s Organizational Documents.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, OceanTech shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the OceanTech Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement of OceanTech (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from OceanTech stockholders for the matters to be acted upon at the OceanTech Special Meeting and providing the Public Stockholders an opportunity in accordance with the OceanTech’s Organizational Documents and the IPO Prospectus to have their shares of OceanTech Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the OceanTech Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from OceanTech stockholders to vote, at a special meeting of OceanTech stockholders to be called and held for such purpose (the “OceanTech Special Meeting”), in favor of approving (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the issuance of OceanTech Securities in the PIPE Investment, by OceanTech stockholders in accordance with OceanTech’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, if applicable, (iii) the approval of the Restated Post-Closing Company Certificate, (iv) such other matters as the Company and OceanTech shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the “OceanTech Stockholder Approval Matters”), and (v) the adjournment of the OceanTech Special Meeting, if necessary or desirable in the reasonable determination of OceanTech. If on the date for which the OceanTech Special Meeting is scheduled, OceanTech has not received proxies representing a sufficient number of shares to obtain the Required OceanTech Stockholder Approval, whether or not a quorum is present, OceanTech may make one or more successive postponements or adjournments of the OceanTech Special Meeting. In connection with the Registration Statement, OceanTech will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the OceanTech’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. OceanTech shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide OceanTech with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) OceanTech shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the OceanTech Special Meeting and the Redemption. Each of OceanTech and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, OceanTech and, after the Closing, the OceanTech Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. OceanTech shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to OceanTech stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of this Agreement and the OceanTech’s Organizational Documents. (c) OceanTech, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. OceanTech shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that OceanTech or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the OceanTech Special Meeting and the Redemption promptly after the receipt of such number comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) OceanTech and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of shares a material fact or omit to state a material fact necessary in order to make the statements made, in light of Apple Common Stock at the IPO Price circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and OceanTech will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, OceanTech’s Organizational Documents, the Israeli Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq. (which need not be set forth e) OceanTech and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the OceanTech Special Meeting and the Redemption. Each of OceanTech and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and OceanTech and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement when it becomes (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. OceanTech and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to OceanTech’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and OceanTech’s Organizational Documents. (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, OceanTech (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to OceanTech’s shareholders and, pursuant thereto, shall call the OceanTech Special Meeting in accordance with the DGCL for a date no later than twenty (20) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act) as , OceanTech shall yield aggregate cash proceeds solicit proxies from the OceanTech stockholders to Apple from that sale (net vote in favor of the Underwriter's discount OceanTech Stockholder Approval Matters, as approved by the OceanTech board of directors, which approval shall also be included in the Registration Statement. (g) If on the date for which the OceanTech Special Meeting is scheduled, OceanTech has not received proxies representing a sufficient number of shares to obtain the Required OceanTech Shareholder Approval, whether or commissions) not a quorum is present, OceanTech may make one or more successive postponements or adjournments of the OceanTech Special Meeting. OceanTech may also adjourn the OceanTech Special Meeting to establish a quorum or if the OceanTech stockholders have elected to redeem a number of shares of OceanTech Common Stock as of such time that would reasonably be expected to result in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the Registration Statement when it becomes effective under foregoing, without the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion consent of the Acquisition Consideration then Company, in no event shall OceanTech adjourn the OceanTech Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to be delivered pursuant a date that is beyond four (4) Business Days prior to Section 2.04the Outside Date. Except as otherwise required by applicable Law, (2) the total cash portion OceanTech covenants that none of the consideration then OceanTech board of directors (including any committee thereof) or OceanTech shall withdraw, withhold or modify, or publicly propose a change to be delivered pursuant to the Other Agreements as a result any recommendation in support of the consummation of the Acquisition or other acquisition transactions contemplated thereby and Transactions. (3h) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO OceanTech and the Other Financing SourcesCompany shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of Nasdaq, OceanTech’s Organizational Documents, the Securities Act by Company’s Organizational Documents, and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement shall have been issued by and Proxy Statement, the SEClisting on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the OceanTech Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Purchaser Class A Common Stock to be issued under this Agreement to Joining Sellers who first execute and deliver to the Purchaser, the Company and the Representative Parties Seller ▇▇▇▇▇▇▇▇ after the date on which the Registration Statement shall have become effective (other than as a transferee of a Signing Seller or another Joining Seller who was a Joining Seller on or prior to the date of effectiveness of the Registration Statement) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Registration Statement prospectus with respect to the transactions contemplated by this Agreement, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Closing Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Purchaser and the Company hereby agree that, without the prior written consent of the Purchaser and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Ordinary Shares (other than a Company Insider) which is dated prior to the effective date of the Registration Statement or which does not contain an acknowledgement by such holder of Company Ordinary Shares that it has received the Registration Statement prospectus with respect to the transactions contemplated by this Agreement. (c) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Share Exchange (and, to the extent required, the issuance of any shares in connection with any Transaction Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and NYSE; (ii) the adoption and approval of the amended and restated Certificate of Incorporation of the Purchaser included in the Amended Purchaser Organizational Documents; (iii) adoption and approval of a new equity incentive plan in a form to be mutually agreed by the Purchaser and the Company, each acting reasonably (the “Incentive Plan”), which Incentive Plan will provide for awards for a number of shares of Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the Closing Redemption); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.15 hereof; (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Share Exchange and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”); (vi) an amendment to the Purchaser’s Amended and Restated Certificate of Incorporation, effective immediately prior to the Closing, to remove the “Redemption Limitation” requirements set forth in Sections 9.2(a), 9.2(e) and 9.2(f) thereof in connection with the transactions contemplated by this Agreement (the “Redemption Limitation Amendment”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (d) If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE or other applicable National Exchange. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (e) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (f) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (g) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Other Financing SourcesPurchaser shall distribute the Registration Statement to the Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (h) Purchaser shall have been issued comply with all applicable Laws, any applicable rules and regulations of NYSE or other applicable National Exchange on which Purchaser Class A Common Stock will be listed, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Closing Redemption. (i) If the Purchaser’s stockholders approve the Redemption Limitation Amendment at the Purchaser Special Meeting, then promptly after the Purchaser Special Meeting and prior to the Closing, the Purchaser shall amend the Purchaser’s Organizational Documents in accordance with the amendments contemplated by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption Limitation Amendment.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in the form to be mutually agreed to by the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal (A) fifteen percent (15%) of the aggregate number of shares issued pursuant to the Merger and the transactions contemplated herein, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant be approved for listing on Nasdaq as of the Closing. All filings mentioned in this Section shall be in a form reasonably acceptable to the Underwriting Agreement, shall equal at least the Minimum Cash AmountCompany.

The Registration Statement. (a) As promptly as practicable after the Effective Date, JWAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of JWAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of JWAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of JWAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from JWAC shareholders for the matters to be acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with JWAC’s Organizational Documents and the IPO Prospectus to have their JWAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from JWAC shareholders to vote, at a special meeting of JWAC stockholders to be called and held for such purpose (the “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of JWAC Common Stock in accordance with JWAC’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws or the Laws of the Cayman Islands, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and JWAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company, Pubco and JWAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder Approval Matters”, and (F) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable determination of JWAC. (b) Subject to the provisions of Section 8.11(f), JWAC, acting through the JWAC Board (or a committee thereof), shall (i) make the JWAC Recommendation and include such JWAC Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which the Special Stockholder Meeting is scheduled, JWAC has not received proxies and votes representing a sufficient number of shares to obtain the Stockholder Approval Matters, whether or not a quorum is present, JWAC may make one or more successive postponements or adjournments of the Special Stockholder Meeting. In connection with the Registration Statement, JWAC and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law, JWAC’s Organizational Documents, Pubco’s Organizational Documents, the Laws of the Cayman Islands, the DGCL and the rules and regulations of the SEC and Nasdaq. JWAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Entities shall provide JWAC with such information concerning the Company Entities and the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) JWAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Stockholder Meeting and the Redemption. Each of JWAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company Parties and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. JWAC and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of JWAC) file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to JWAC’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and JWAC’s Organizational Documents. (d) JWAC and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. JWAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that JWAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, JWAC and Pubco shall distribute the Other Financing SourcesRegistration Statement to JWAC’s shareholders and, JWAC shall have been declared effective under call the Securities Act by Special Stockholder Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) JWAC and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, JWAC’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Stockholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Shares to be issued under this Agreement as the Stock Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Parent stockholders for the matters to be acted upon at the Special Meeting (as defined below) and providing the Public Stockholders an opportunity in accordance with the Parent’s Organizational Documents and the IPO Prospectus to have their Parent Common Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the Parent Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at a special meeting of Parent stockholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein by the Parent stockholders in accordance with the Parent’s Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Parent (the “Amended Parent Charter”), which among other matters will increase the authorized capital stock of the Parent to enable Parent to issue the Total Consideration hereunder and the Parent Common Shares to be issued in the PIPE Investment, and Amended and Restated Bylaws of the Parent, each in form and substance reasonably acceptable to the Parent and the Company, (iii) the appointment and designation of the classes of, the members of the Post-Closing Parent Board, and appointment of the members of any committees thereof, in each case in accordance with Section 6.17 hereof and (iv) such other matters as the Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Parent Stockholder Approval Matters”), and (v) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Parent. The Proxy Statement shall include the Parent Recommendation, and the Registration Statement and Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC, the Parent will make available to the Company drafts of the Registration Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). (b) If on the date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Stockholder Vote, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Special Meeting; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Extension Date. In connection with the Registration Statement, Parent will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Parent Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Parent with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise) business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Parent shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Parent and, after the Closing, the Parent Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Parent stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Parent’s Organizational Documents. (d) Parent, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Parent shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Parent or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Parent shall distribute the Registration Statement to Parent’s stockholders and the Other Financing SourcesCompany Securityholders and, pursuant thereto, shall have been declared effective under call the Securities Act by Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) Parent shall have been issued comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Parent’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption. (g) Within one (1) Business Day after the date of this Agreement, Merger Sub I shall deliver to the Company a copy of resolutions duly adopted by its stockholders by written consent approving and authorizing Merger Sub I’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby. Within one (1) Business Day after the date of this Agreement, Merger Sub II shall deliver to the Company a copy of resolutions duly adopted by the SECsole member of Merger Sub II by written consent approving and authorizing Merger Sub II’s execution, delivery and performance of this Agreement and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; consummation of the Mergers and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountother transactions contemplated hereby.

The Registration Statement. (i) As promptly as practicable after the date hereof, Parent and the Company shall jointly prepare, and Parent shall file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of Parent in advance of the an extraordinary general meeting of Parent shareholders, as adjourned (the “Parent Special Meeting”), for the purpose of, among other things, (A) The providing the public shareholders of Parent an opportunity to redeem their Parent Class A Ordinary Share in accordance with Parent’s Organizational Documents and the Prospectus, and (B) soliciting proxies from Parent shareholders to vote at the Parent Special Meeting, as adjourned or postponed, on the Parent Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as amended a prospectus. (ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent shareholders to cover the offeringvote, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price Parent Special Meeting, in favor of resolutions approving (which need not be set forth in i) the Registration Statement when it becomes effective under adoption and approval of this Agreement and the Securities ActTransactions contemplated hereby or referred to herein, (ii) as shall yield aggregate cash proceeds to Apple from that sale (net the adoption and approval of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, amended and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion restated memorandum and articles of association of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of Parent following the consummation of the Acquisition Merger substantially in the form set forth in Exhibit C (the “Amended Parent Charter”), (iii) the adoption and approval of a new equity incentive plan substantially in the form set forth in Exhibit D (the “2021 Equity Incentive Plan of Parent”), (iv) any other proposals that the parties hereto agree are necessary or other acquisition desirable to consummate the transactions contemplated thereby by this Agreement, and (3v) the total amount of Indebtedness adjournment of the Founding Companies Parent Special Meeting, if necessary or desirable in the reasonable determination of Parent (collectively, the “Parent Shareholder Approval Matters”). If on the date for which Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Shareholder Approval (as defined below), whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of Parent Special Meeting. (iii) In connection with the Registration Statement, Parent will file, with the Company’s reasonable cooperation, with the SEC financial and Apple which other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Parent’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. Parent (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement discloses at and any amendment or supplement thereto prior to filing the time it becomes effective under same with the Securities Act SEC. The Company shall provide Parent with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by Parent shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Parent will use all commercially reasonable efforts to cause the Registration Statement to be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (iv) Each of Parent and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have been issued become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and Parent shall cause the Proxy Statement to be disseminated to Parent’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Parent’s Organizational Documents. (v) Parent and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (vi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, and Parent shall distribute the SEC Proxy Statement to Parent’s shareholders, and, pursuant thereto, shall not have initiated or threatened call Parent Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. The Company shall take necessary actions to initiate Litigation for that purpose; and (C) enforce Section 1 of the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Letter Agreement, such number dated as of shares June 9, 2021, by and among the Company, the Sponsor and certain directors and officers of Apple Common Stock covered by Parent, in order to obtain the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRequired Parent Shareholder Approval.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Company and Malacca shall prepare, with the reasonable assistance of Parent, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Company ADSs (and the Company Ordinary Shares represented thereby) and the Company Warrants to be issued under this Agreement to the holders of Malacca Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Malacca (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Malacca Shareholders for the matters to be acted upon at the Malacca Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Malacca Memorandum and Articles and the IPO Prospectus to have their Malacca Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Malacca Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Malacca Shareholders to vote, at a general meeting of Malacca Shareholders to be called and held for such purpose (the “Malacca Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Malacca Securities in any PIPE Investment), by the holders of Malacca Ordinary Shares in accordance with the Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq (the “Business Combination Proposal”), (ii) the adoption and approval of the Merger, (iii) the adoption and approval of a new Equity Incentive Plan for the Company in form and substance reasonably agreed upon by the Company and Malacca (the “Equity Plan”), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to ten percent (10%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment, and designation of classes, of the members of the Post-Closing Company Board of Directors and Post-Closing Company Board of Commissioners, in each case in accordance with Section 6.15 hereof (the “Director Appointment Proposal”), (v) such other matters as the Company and Malacca shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Malacca Shareholder Approval Matters”), and (vi) the adjournment of the Malacca Shareholder Meeting, if necessary or desirable in the reasonable determination of Malacca. (b) If on the date for which the Malacca Shareholder Meeting is scheduled, Malacca has not received proxies representing a sufficient number of shares to obtain the Malacca Required Shareholder Approval, whether or not a quorum is present, Malacca may make one or more successive postponements or adjournments of the Malacca Shareholder Meeting. In connection with the Registration Statement and the Proxy Statement, the Company and Malacca will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq. Malacca and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Malacca with such information concerning the Target Companies and their equity holders, officers, directors, commissioners, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Malacca and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Malacca Shareholder Meeting and the Redemption. Each of Malacca, the Company and Parent shall, and shall cause each of its Subsidiaries to, make their respective directors, commissioners, officers and employees, upon reasonable advance notice, available to the Company and Malacca and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Malacca and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Malacca’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Malacca Memorandum and Articles. (d) Malacca and the Company, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Malacca and the Company shall provide Parent with copies of any written comments, and shall inform Parent of any material oral comments, that Malacca, the Company or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Malacca Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Malacca and the Other Financing SourcesCompany shall distribute the Registration Statement to Malacca’s shareholders and, pursuant thereto, shall have been declared effective under call the Securities Malacca Shareholder Meeting in accordance with the Malacca Memorandum and Articles and the Cayman Islands Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued by the SEC, Statement. (f) Malacca and the SEC Company shall not have initiated or threatened to initiate Litigation for that purpose; comply with all applicable Laws, any applicable rules and (C) regulations of Nasdaq, the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth Malacca Memorandum and Articles and this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to Malacca Shareholder Meeting and the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the shareholders, rightholders and warrantholders of the Company and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser’s shareholders for the matters to be acted upon at the Purchaser Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser Charter and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at a general meeting (whether annual or extraordinary) of Purchaser to be called and held for such purpose (the “Purchaser Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement, (B) the Second Merger and the approval and adoption of the Second Merger Plan of Merger and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser Charter, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (C) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be repaid on in form and substance reasonably acceptable to the IPO Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Class A Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Class A Ordinary Shares issued and outstanding immediately after the Closing Date and shall include a customary evergreen provision, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with proceeds Section 7.14 hereof, (E) to the extent required by the Federal Securities Laws, the Cayman Companies Act or otherwise under the Laws of the Cayman Islands, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (F), collectively, the “Purchaser Shareholder Approval Matters”), and (G) the adjournment of the Purchaser Shareholder Meeting, if and as mutually agreed by the Company and Purchaser. (b) Pubco, Purchaser and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received by Apple from the IPO and SEC concerning the Other Financing SourcesProxy Statement or the Registration Statement, shall have been (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the SEC; other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company are responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (Bc) Each of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, (iii) the time of the Purchaser Shareholder Meeting, and (iv) the Second Merger Effective Time. If, at any time prior to the Second Merger Effective Time, any event or circumstance relating to Purchaser (with respect to Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect to the Company), or their respective officers or directors, should be discovered by Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Purchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser Charter. (d) Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Shareholder Meeting and the Redemption promptly after the receipt of such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Purchaser Shareholder Meeting in accordance with the Purchaser Charter and the Cayman Companies Act as promptly as practicable thereafter and for a date no stop order suspending later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement shall have been issued by and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the SECapproval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the SEC shall approval of the Purchaser Shareholder Approval Matters. If on the date for which the Purchaser Shareholder Meeting is scheduled, Purchaser has not have initiated or threatened to initiate Litigation for that purpose; received proxies and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on votes representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Purchaser Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the Registration Statement as, when multiplied by board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the price per share of Apple Common Stock to be paid by the Underwriter to Apple Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the Underwriting AgreementCompany. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall equal at least take all other action necessary or advisable to secure the Minimum Cash Amountrequired vote or consent of its shareholders.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple WORK of such number of shares of Apple WORK Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale WORK (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, sufficient when added to the funds, if any, available from other sources (the "Other Financing Sources"), if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") Act to enable Apple WORK to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition mergers or other acquisition transactions contemplated thereby thereby, and (3) the total amount of Indebtedness of the Founding Companies and Apple WORK which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple WORK from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple WORK on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple WORK Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple WORK Common Stock to be paid by the Underwriter to Apple WORK pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in the light of the circumstances under which those statements are made.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit and Backstop Agreement), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Stockholder Approval Matters”), and (v) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date of this Agreement, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as ordinary resolutions, the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq (provided that the Merger and the Plan of Merger must be authorized by a special resolution), (ii) as an ordinary resolution, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to twelve percent (12%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (iii) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board in accordance with Section 8.14 hereof, (iv) as an ordinary resolution (or if required by applicable Law or the Purchaser Memorandum and Articles, as a special resolution) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Approval Matters”), and (v) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Each of the parties will pay its own costs and expenses ((including legal, financial advisory, consulting and accounting fees and expenses) incurred in connection with the Registration Statement, except that any filing fees or similar fees with respect to SEC, regulatory or governmental approval shall be borne equally by Purchaser and the Company. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, the Seller Representative and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price (which need this Agreement and Purchaser’s Organizational Documents, provided that Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without adequate notice to and prior consultation with the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO Company and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountSeller Representative.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) The the adoption and approval of this Agreement and the Transactions by the Purchaser’s shareholders in accordance with Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (B), collectively, the “Shareholder Approval Matters”), and (C) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq. (c) Purchaser, the Company and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, the Company and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective under to “clear” comments from the Securities ActSEC and become effective. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to the Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Shareholder Meeting in accordance with the BVI Act by the SEC; (B) no stop order suspending as soon as practicable following the effectiveness of the Registration Statement Statement. (f) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation (and, to the extent required, the issuance of any shares in connection with the Transaction Financing), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Securities Act, the Cayman Islands Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments, and the IPO Closing Date with proceeds received by Apple Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by the SEC; Purchaser Extraordinary General Meeting in accordance with Cayman Islands Companies Law for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the Redemption. Purchaser shall apply for, and the SEC shall not have initiated or threatened take commercially reasonable actions to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementcause, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing.

The Registration Statement. (Aa) As promptly as practicable after the delivery of the Audited Company Financials, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit H hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Sub or Sponsor for inclusion or incorporation by reference in the Registration Statement of any Purchaser SEC Filings or the Proxy Statement provided to the Purchaser’s Stockholders; or (b) any projections or forecasts included in the Registration Statement or the Proxy Statement provided to the Purchaser’s Stockholders. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net without prior written consent of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientCompany, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then not to be delivered pursuant to Section 2.04unreasonably withheld, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition conditioned, or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountdelayed.

The Registration Statement. (i) As promptly as practicable after the date hereof, SPAC, PubCo and the Company shall jointly prepare, and PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (A) The providing the public shareholders of SPAC an opportunity to redeem their SPAC Shares in accordance with SPAC’s Organizational Documents and the Prospectus, and (B) soliciting proxies from SPAC shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as amended a prospectus. (ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to cover vote, at the offeringSPAC Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the approval of the First Plan of Merger; (iii) the adoption of the memorandum and articles of association of PubCo by PubCo in substantially the form set forth in Exhibit C (the “Amended PubCo Charter”), (iv) the approval of an equity incentive plan of PubCo in form and substance reasonably satisfactory to SPAC and the Company (the “2024 Equity Incentive Plan of PubCo”), (v) the issuance of the Earnout Shares, (vi) any other proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including, without limitation, the adoption and sale by Apple approval of such the memorandum and articles of association of the Merger Sub 1, as in effect immediately prior to the First SPAC Merger Effective Time, as the memorandum and articles of the association of the Initial SPAC Surviving Sub at the First SPAC Merger Effective Time), and (vii) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of Apple Common Stock at SPAC Special Meeting. (iii) In connection with the IPO Price (which need not be Registration Statement, SPAC and PubCo will jointly file, with the Company’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the Cayman Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide PubCo and SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the "Other Financing Sources") Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to enable Apple state a material fact necessary in order to pay make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise deliver on otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the IPO Closing Date (1) Registration Statement, or in any amendments or supplements thereto, which information provided by the total cash portion relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Acquisition Consideration then statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at the time it becomes effective under the Securities Act will to be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (iv) Each of SPAC, PubCo and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the Company, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have been issued become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (v) SPAC, PubCo and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (vi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, and SPAC shall distribute the SEC shall not have initiated or threatened Proxy Statement to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementSPAC’s shareholders, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Priceand, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementthereto, shall equal at least call SPAC Special Meeting in accordance with applicable Laws of the Minimum Cash AmountCayman Islands as promptly as practicable.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the shareholders and rightsholders of the Company and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Extraordinary General Meeting (as defined below) and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (A) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Merger Consideration), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (B) as a special resolution, the adoption and approval of the Second Merger Plan of Merger, the Second Merger and the Second Surviving Company Charter, (C) as an ordinary resolution, the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”) which will provide that the total pool of awards under such Equity Incentive Plan will be repaid on a number of Pubco Ordinary Shares equal to five percent (5%) of the IPO aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing Date and shall include a customary evergreen provision, (D) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with proceeds Section 7.14 hereof, (E) as an ordinary resolution, the appointment of the directors constituting the post-Closing board of directors of the Purchaser , (F) as an ordinary resolution, to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (G) with the requisite approval required under the Purchaser Charter, the Cayman Companies Act or any other applicable Law, such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (G), collectively, the “Purchaser Shareholder Approval Matters”), and (H) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if and as mutually agreed by the Company and Purchaser. (b) Pubco, Purchaser and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received by Apple from the IPO and SEC concerning the Other Financing SourcesProxy Statement or the Registration Statement, shall have been (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the SEC; other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the Transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each of the Company, Purchaser and Pubco also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the Transactions. (Bc) The Company, each Acquisition Entity and Purchaser shall furnish all information concerning such party as Purchaser and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, (iii) the time of the Extraordinary General Meeting of Purchaser, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to Purchaser (with respect to Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect to the Company), or their respective officers or directors, should be discovered by Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Purchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders in accordance with the applicable Law and, Purchaser shall call the Extraordinary General Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Companies Act as promptly as practicable thereafter and for a date no stop order suspending later than thirty (30) days following the effectiveness of the Registration Statement for the purpose of voting on the Purchaser Shareholder Approval Matters and obtaining the Required Shareholder Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing Purchaser Shareholders with the opportunity to elect to effect a Redemption and such other matters as may be mutually agreed by Purchaser and the Company. Purchaser will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of this Agreement and the Purchaser Shareholder Approval Matters, including the Required Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules (as applicable) and Purchaser’s Organizational Documents. Purchaser, acting through its board of directors (or a committee thereof), shall have been issued by (i) make the SECPurchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the SEC shall approval of the Purchaser Shareholder Approval Matters. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser has not have initiated or threatened to initiate Litigation for that purpose; received proxies and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on votes representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Extraordinary General Meeting for up to 30 days in the aggregate upon the good faith determination by the Registration Statement as, when multiplied by board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the price per share of Apple Common Stock to be paid by the Underwriter to Apple Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the Underwriting AgreementCompany. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall equal at least take all other action necessary or advisable to secure the Minimum Cash Amountrequired vote or consent of its shareholders.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser Shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s shareholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple ARS of such number of shares of Apple ARS Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple ARS from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple ARS to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition Merger or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple ARS which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple ARS from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple ARS on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple ARS Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple ARS Common Stock to be paid by the Underwriter to Apple ARS pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare, with the reasonable assistance of the Company, on behalf of itself and on behalf of the Targets (upon Targets’ consent), and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of the Purchaser Common Stock redeemed (such rights to have their shares of the Purchaser Common Stock redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with the Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption of the Second Amended and Restated Certificate of Incorporation of Purchaser in connection with the Mergers, (iii) the change of name of the Purchaser in connection with the Mergers, (iv) adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and Purchaser (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to (a) ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (b) the number of shares of Purchaser Common Stock underlying the Converted Stock Options, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Parent Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Parent Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Company and the Targets and their prospective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Proxy Statement without prior written consent of shares the Company, not to be unreasonably withheld, conditioned, or delayed. (c) Purchaser, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at “clearing” comments from the time it becomes effective under SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) change of the name of the Purchaser and the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in substantially the form agreed upon by the Parties prior to the Closing (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Holdco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of the required shares and warrants, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSE, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Holdco shall take all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and Holdco and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Holdco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser and Holdco shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser and Holdco, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Target Company Shareholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Holdco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s and Holdco’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on NYSE as of the Closing. (f) The Company shall not have initiated or threatened use best efforts to initiate Litigation for that purpose; and (C) procure the Underwriter shall have agreed in writing delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the "Underwriting Agreement," which term includes “Audited Company Financials”) by no later than October 1, 2023 and in any event shall procure the related pricing agreementdelivery to the Parties of such unqualified audit of the Annual Company Financials by no later than October 1, 2023. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by October 1, 2023, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion. Holdco or ▇. ▇▇▇▇▇▇▇▇▇ shall pay the fees and other expenses of the auditor to deliver the Audited Company Financials. (g) The Company shall timely deliver updated financial statements as required pursuant to SEC regulations as requested by Purchaser, including audited financial statements for the year ended December 31, 2023, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountrequired.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Securities Act, the Cayman Islands Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments, and the IPO Closing Date with proceeds received by Apple Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by the SEC; Purchaser Extraordinary General Meeting in accordance with Cayman Islands Companies Law for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the Redemption. Purchaser shall apply for, and the SEC shall not have initiated or threatened take commercially reasonable actions to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementcause, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing.

The Registration Statement. (Aa) As promptly as practicable after the delivery of the Audited Company Financials, and following Purchaser’s reasonable satisfaction that the conditions set forth in Section 7.3(a) will be satisfied, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in a form to be mutually agreed between the Purchaser and the Company (the “Incentive Plan”), provided that such Incentive Plan shall include a provision that no Management Recipients may participate in the Incentive Plan while eligible to receive the Management Earnout Shares; (iv) adoption and approval of the RSU Incentive Plan; (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, and (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any Purchaser SEC Filings or the Proxy Statement provided to the Purchaser’s stockholders; or (b) any projections or forecasts, including those included in the Registration Statement or the Proxy Statement provided to the Purchaser’s stockholders. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net without prior written Consent of the Underwriter's discount Company, not to be unreasonably withheld, conditioned, or commissionsdelayed. (c) in at least Purchaser, with the amount (assistance of the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing.

The Registration Statement. (Aa) Following the date of this Agreement, SPAC and Pubco shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after completion of the Company’s audited financial statements described in Section 8.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Stock to be issued under this Agreement to the holders of SPAC Class A Ordinary Shares and to the holders of Company Interests at the SPAC Merger Effective Time and the Company Merger Effective Time, respectively, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and authorization of SPAC’s entry into the SPAC Plan of Merger, and (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Seller, the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC Shareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 8.12(d). In connection with the Registration Statement, SPAC and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Seller (and their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Seller shall provide SPAC and Pubco with such information concerning the Company, the Seller and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and the Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the SPAC Shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need SPAC Memorandum and Articles; provided that Pubco shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without the Securities Actprior written consent of SPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) as shall yield aggregate cash proceeds to Apple from that sale (net SPAC and Pubco, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use their reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. SPAC and Pubco shall provide the Seller with copies of any written comments, and shall inform the Seller of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Seller and their respective Representatives a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments, including to the IPO Closing Date extent possible, participation by the Seller or their counsel in discussions with proceeds received by Apple the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, SPAC shall set a record date for the Other Financing SourcesExtraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall have been declared effective under call and convene the Securities Act by the SEC; Extraordinary General Meeting for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued Statement. SPAC shall, through the SPAC Board recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the SECParties. The SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; calling and (C) holding of, the Underwriter shall have agreed in writing (Extraordinary General Meeting and the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Any filing fees (or similar fees) with respect to any regulatory or governmental approval shall be borne by SPAC. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without prior consultation with the Securities ActCompany. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity to review and comment on any proposed written or material oral responses to such comments, including, to the extent permitted by the SEC, participation by the Company or its counsel in any discussions or meetings with the SEC, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 or F-4, as appropriate (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Exchange Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC, Nasdaq and the OTC Markets, (ii) the adoption and approval of the Amended Purchaser Articles and Memorandum of Association, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC, Nasdaq and the OTC Markets. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Any filing fees (or similar fees) with respect to any regulatory or governmental approval shall be borne by SPAC. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without prior consultation with the Securities ActCompany. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity to review and comment on any proposed written or material oral responses to such comments, including, to the extent permitted by the SEC, participation by the Company or its counsel in any discussions or meetings with the SEC, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Shareholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of the SECOTC Markets, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing.

The Registration Statement. (A) The except for the financial statements and the notes thereto, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement, as amended to cover which I express no opinion) but only insofar as the offeringCompany and its business and the Merger Agreement, issuance the Option Agreement and sale the transactions contemplated thereby, including the Merger, are described therein, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The documents filed by Apple of such number of shares of Apple Common Stock at Summit with the IPO Price Securities and Exchange Commission (which need not be set forth the "Commission") and incorporated by reference in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion Part I.B. of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective Form S-4 under the Securities Act will be repaid on (except for the IPO Closing Date with proceeds received by Apple from the IPO financial statements and the Other Financing Sourcesnotes thereto and the financial statement schedules and other financial, shall have been declared effective under statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Commission complied as to form in all material respects with the Securities Exchange Act by of 1934, as amended, and the SEC; (B) no stop order suspending rules and regulations thereunder. I or members of my staff have participated in conferences with officers and other representatives of the effectiveness Company and Prime, representatives of the independent public accountants for the Company and Prime and counsel for Prime, at which conferences the contents of the Registration Statement shall and related matters were discussed, and, although I have been issued not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, no facts have come to my attention (either directly or indirectly after inquiries directed to members of my staff) that lead me to believe that the Registration Statement, on the effective date thereof contained, or on the date hereof contains, insofar as the Company and its business and the Merger Agreement, the Option Agreement and the transactions contemplated thereby, including the Merger, are described therein, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement). Please be advised that, where any statement is stated herein as being "to the best of my knowledge," the statement refers to my actual knowledge (or knowledge based upon the above-referenced certificates) and my conscious awareness of facts or other information. I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Executive Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreement and in the preparation (together with members of my staff) of the Registration Statement, nothing has come to my attention (with respect to the Registration Statement, either directly or indirectly after inquiries directed to my staff) that leads me to believe, and I do not believe, that the matter is other than as stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Merger Agreement and the Option Agreement is subject to applicable bankruptcy, insolvency, merger, moratorium, fraudulent conveyance, fraudulent transfer and other laws presently or hereafter in effect affecting the enforcement of creditors' rights and remedies generally or institutions the deposits of which are insured by the SECFederal Deposit Insurance Corporation, and the SEC shall affiliates of such institutions, and by equitable principles limiting the right to obtain specific performance or other similar equitable relief (regardless of whether such enforceability is considered in a proceeding in equity or at law), the discretion of a court in ordering specific performance or other equitable remedies, and to general principles of equity (regardless of whether questioned in a proceeding at law or in equity). The opinions herein are limited to the Federal laws of the United States and the corporate and banking laws of the State of New Jersey and the Commonwealth of Pennsylvania, and I express no opinion as to the effect on any matter covered by this opinion of the laws of any other jurisdiction. This opinion is not have initiated to be quoted or threatened otherwise referred to initiate Litigation for that purpose; in any documents or filed with any governmental agency, entity or person or relied upon by any agency, entity or person other than the addressee, without my prior written consent. Very truly yours, EXHIBIT G-1 PARTICIPATION LETTER James J. Lynch Re: Ex▇▇▇▇▇▇▇ ▇▇▇▇▇▇nce Plan and (C) Termination Agreement Dear Mr. Lynch: On Oct▇▇▇▇ ▇▇, 1997, the Underwriter shall have agreed in writing Board of Directors of Summit Bancorp. (the "Underwriting Agreement," which term includes Company") amended and restated the related pricing agreementSummit Bancorp. Executive Severance Plan (as amended, the "Plan"). A copy of the Plan, reflecting all amendments, is attached hereto and made a part hereof as if any) fully set forth in this letter. Unless the context otherwise requires or unless otherwise defined in this letter, capitalized terms used in this letter have the meanings assigned to purchase from Apple on them in the Plan. The Committee, as a firm commitment basis matter of separate inducement and not in lieu of any salary or other compensation for resale services, has selected you to participate in the public initially at the IPO PricePlan, subject to the terms and conditions of the Plan and this letter. This letter constitutes your Participation Letter under the Plan. Your participation in the Plan commences as of the effective date and time of the merger of Prime Bancorp, Inc. into Summit Bancorp ("Effective Time"). You cease to be a Participant in the Plan upon the earliest to occur of (i) October 15, 2002 (the "Expiration Date"), (ii) the Date of Termination, and (iii) your Retirement. The Expiration Date will be automatically extended for an additional year (each such anniversary being the new Expiration Date) unless at least 90 calendar days prior to the then Expiration Date, the Company notifies you that the then Expiration Date will not be extended (it being understood that the automatic extension operates in successive years so long as no notice is given). The payments and benefits to which you as a Participant in the Plan may become entitled will be determined under the Plan. It is an express condition to your entitlement to the payments of amounts and the provision of benefits provided for by paragraph 5(a) of the Plan that the Company receive on the Date of Termination a Release, Covenant Not to Sue, Non-Disclosure and ▇▇n-Solicitation Agreement executed by you, or your legal representative (in the event of your death or Disability) in the form set forth in Exhibit A to the Underwriting AgreementPlan, and that such number Agreement be effective. The following special provisions ("Letter Amendments") supplement, amend and supersede the provisions of shares the Plan, as applied to you: A. At the Effective Time, your titles shall be as Chairman of Apple Common Stock covered the Board and Chief Executive Officer of Summit Bank (PA) and Senior Executive Vice President of Summit Bancorp. Your duties shall be those as assigned to you from time to time by the Registration Statement as, when multiplied by Boards of Directors of the price per share Company and Summit Bank (PA) and the Chairman of Apple Common Stock to be paid by the Underwriter to Apple pursuant Board and President of the Company and as are appropriate to the Underwriting Agreementposition of Chairman of the Board and Chief Executive Officer of a bank subsidiary of a publicly held bank holding company. Your base salary shall be not less than $345,000, and your annual cash bonus shall equal be not less than $120,750. Your Welfare Plans and perquisites shall be the welfare plans and perquisites provided to you by Prime Bancorp, Inc. as of the Effective Time until the sooner of the integration of the welfare plans and benefits of Prime Bancorp, Inc. with those of the Company or one year from the Effective Time, after which they shall be the Welfare Plans and perquisites provided to a Senior Executive Vice President of the Company. B. During the period from the Effective Time until the end of the Window Month, as defined below, Section 6(d) of the Plan is amended to delete the word "or" at least the Minimum Cash Amount.end of subparagraph 6(d)(vii), to delete the period at the end of subparagraph 6(d)(vii) and insert "; or" in its place, and to add the following subparagraph 6(d)(viii):

The Registration Statement. (Aa) The As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as amended a prospectus. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to cover vote, at the offeringSPAC Special Meeting, issuance in favor of resolutions approving (i) the adoption and sale approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by Apple this Agreement (including the adoption and approval of such the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time), and (iv) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of Apple Common Stock at SPAC Special Meeting. (c) In connection with the IPO Price (which need not be Registration Statement, SPAC, DoubleDragon and PubCo will jointly file, with the Company Party’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of same with the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if anySEC, and as set forth no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon shall provide such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Securities Act) statements made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the "Other Financing Sources") Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to enable Apple state a material fact necessary in order to pay make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise deliver on otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the IPO Closing Date (1) Registration Statement, or in any amendments or supplements thereto, which information provided by the total cash portion relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Acquisition Consideration then statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at the time it becomes effective under the Securities Act will to be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (d) Each of SPAC, PubCo and DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and DoubleDragon shall, and shall cause each of its Subsidiaries to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have been issued become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (e) SPAC, PubCo and DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, and SPAC shall distribute the SEC Proxy Statement to SPAC Shareholders, and, pursuant thereto, shall not have initiated or threatened call SPAC Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to initiate Litigation for that purpose; and (C) enforce Section 1 of the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Letter Agreement, such number dated as of shares January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of Apple Common Stock covered by SPAC, in order to obtain the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRequired SPAC Shareholder Approval.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary and the Pubco Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Shareholder Approval Matters”, and (F) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organizational Documents, BVI Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of Purchaser) file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Purchaser’s Organizational Documents. (d) Purchaser and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Shareholder Meeting in accordance with the BVI Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall, with the reasonable assistance of the Company, prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”) and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. Subject to Section 5.6(d), the Proxy Statement shall include the Purchaser Board Recommendation and proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at the Purchaser Special Meeting in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, (ii) the issuance of Purchaser Common Stock to be issued hereunder as well as, to the extent applicable, in connection with any PIPE Investment, by the holders of Purchaser Common Stock in accordance with and to the extent required pursuant to the Purchaser’s Organizational Documents, the Securities Act, the Exchange Act, the DGCL and the rules and regulations of the SEC and NYSE or any other applicable stock exchange, (ii) the change of name of the Purchaser and the adoption and approval of the Purchaser Post-Closing Certificate of Incorporation, (iii) adoption and approval of a new equity incentive plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Stock Incentive Plan”), (iv) the adoption and approval of a new employee stock purchase plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Employee Stock Purchase Plan”), (v) the election of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through this (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary. The Purchaser shall not postpone or adjourn the Purchaser Special Meeting without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed); provided that if on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting; provided further that, without the written consent of the Company (not to be unreasonably withheld, conditioned or delayed), in no event shall the Purchaser (x) adjourn the Purchaser Special Meeting for more than 15 Business Days later than the most recently adjourned meeting or to a date that is beyond the Outside Date or (y) change the record date for the Purchaser Special Meeting (whether or not in connection with any adjournment or postponement thereof) after it is initially fixed by the Purchaser’s board of directors. In connection with the Registration Statement, as amended to cover the offering, issuance Purchaser will file with the SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the Exchange Act, the DGCL and the rules and regulations of the Underwriter's discount SEC and the NYSE or commissionsother applicable stock exchange. The Purchaser shall cooperate and provide the Company (and its counsel) in at least with a reasonable opportunity to review and comment on the amount Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (the "Minimum Cash Amount") financial or otherwise), business and operations that is sufficientrequired or advisable pursuant to applicable Law for inclusion in the Registration Statement, when added or in any amendments or supplements thereto. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the fundsCompany, if anyPurchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, available from other sources (if anyincluding the Registration Statement, and as set forth responding in a timely manner to comments from the SEC. Each Party shall use reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement when it becomes effective under will (i) at the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which time the Registration Statement discloses is filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act will or (ii) at the date the Proxy Statement is first mailed to the Purchaser stockholders and at the time of the Purchaser Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be repaid stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. If, at any time prior to the Effective Time, any information relating to the Company, the Purchaser or any of their respective Subsidiaries, Affiliates, directors, managers or officers that is required to be set forth in an amendment or supplement to the Registration Statement, so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Company or the Purchaser, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Purchaser stockholders. (c) The Purchaser, with the assistance of the Company, shall promptly respond to any SEC comments on the IPO Closing Date with proceeds received by Apple Registration Statement and shall otherwise use its reasonable best efforts to cause the Registration Statement to “clear” comments from the IPO SEC and become effective, as promptly as reasonably practicable. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Other Financing SourcesRedemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including by allowing the Company and its counsel to participate in any discussions or meetings with the SEC or its staff. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement (including any amendments thereto) each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. The Purchaser will advise the Company, reasonably promptly after the Purchaser receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, and in any event within ten (10) days of such finalization and effectiveness, the Purchaser shall distribute the Registration Statement to the Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall have been declared effective under call the Purchaser Special Meeting in accordance with the Securities Act, the Exchange Act by and the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. The Purchaser shall have been issued by use reasonable best efforts to solicit from its stockholders proxies in favor of the SECapproval and adoption of the Purchaser Stockholder Approval Matters. (e) The Purchaser shall comply with all applicable Laws, any applicable rules and regulations of the NYSE or other applicable stock exchange, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (a) As promptly as practicable after the date of this Agreement, Purchaser and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Purchaser shall (at the sole cost and expense of Purchaser) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Securities to be issued under this Agreement to the holders of securities of the Company prior to the Merger Effective Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by the holders of Purchaser Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ, (B) the adoption of the Amended Purchaser Charter, (C) the adoption and approval of a new equity incentive plan for Purchaser in substantially the form of Exhibit J or as the Company and Purchaser otherwise mutually agree on pursuant to Section 5.15 (the “Purchaser Equity Plan”), (D) the appointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.14 hereof, (E) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, Purchaser will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall, with the agreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, conditioned or delayed), amend or supplement the Registration Statement and Purchaser shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, with the SEC and to cover be disseminated to Purchaser’s shareholders, in each case as and to the offering, issuance extent required by applicable Laws and sale by Apple subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price this Agreement and Purchaser’s Organizational Documents. (which need not be set forth in d) Purchaser shall respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act) circumstances to review and agree upon (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then such agreement not to be delivered pursuant unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to Section 2.04, such comments. (2e) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Meeting in accordance with the Cayman Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NASDAQ, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the SEC Redemption. (g) For the avoidance of doubt, the Company shall not have initiated be required by this Section 5.9 to take, or threatened cause to initiate Litigation be taken, any action in response to comments of the SEC staff made in connection with the Registration Statement, that would or could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as contemplated under the Business Plan as of the date of this Agreement or (y) any Target Company being required to hold, obtain or apply for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase any material Permit from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions any Government Authority other than those set forth in Schedule 4.10 of the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountCompany Disclosure Schedules.

The Registration Statement. (Aa) The Registration StatementAs promptly as practicable after the Company Audited Financial Statements and, as amended if applicable, the Additional Financial Statements required to cover be included in the offering, issuance and sale by Apple initial filing of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under are delivered to the Securities Act) as Purchaser (but no later than 15 days after such delivery), Purchaser and Pubco shall yield aggregate cash proceeds to Apple from that sale (net prepare with the reasonable assistance of the Underwriter's discount Company, and file with the SEC a registration statement on Form S-4 or commissionsF-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the shareholders and warrantholders of the Company and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Merger Consideration and the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE, (B) the authorization and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be repaid in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (C) the authorization and approval of the Second Merger, the Second Merger Documents and associated documents by way of special resolution pursuant to the Cayman Companies Act, (D) adoption of an amendment to Purchaser Charter, effective immediately prior to the Closing to remove the “Redemption Limitation” requirements set forth in Sections 49.2(b), 49.4 and 49.5 thereof in connection with the transactions contemplated by this Agreement, (E) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.15 hereof, (F) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (G) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (G), collectively, the “Purchaser Shareholder Approval Matters”), and (H) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the IPO Closing Date date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Purchaser Special Meeting. In connection with proceeds the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC, NYSE and Nasdaq. (b) Pubco, Purchaser and the Company each shall use their commercially reasonable efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received by Apple from the IPO and SEC concerning the Other Financing SourcesProxy Statement or the Registration Statement, shall have been (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the SEC; other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (Bc) Each of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, (iii) the time of the Special Shareholder Meeting of Purchaser, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to Purchaser (with respect to Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect to the Company, Pubco, First Merger Sub, or Second Merger Sub, as applicable), or their respective officers or directors, should be discovered by Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Purchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Companies Act as promptly as practicable thereafter and for a date no stop order suspending later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement shall have been issued by and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the SECapproval of Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the SEC shall approval of Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not have initiated or threatened to initiate Litigation for that purpose; received proxies and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on votes representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the Registration Statement as, when multiplied by the price per share board of Apple Common Stock directors of Purchaser that such postponement or adjournment is necessary to be paid by the Underwriter solicit additional proxies and votes to Apple obtain approval of Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the Underwriting AgreementCompany. Purchaser shall use its commercially reasonable efforts to obtain the approval of Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of Purchaser Shareholder Approval Matters, and shall equal at least take all other action necessary or advisable to secure the Minimum Cash Amountrequired vote or consent of its shareholders.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration and Escalation Shares, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Stockholders to vote, at a special meeting of Purchaser Stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares as Merger Consideration and in connection with the PIPE Investment as may be required by the NYSE American), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE American or such other stock exchange on which the Purchaser Class A Common Stock is listed or quoted, (ii) the approval of the A&R Charter, (iii) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (in addition to those for the Assumed Options) equal to 10% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption) (or such lesser amount as determined by the Post-Closing Purchaser Board at such time), (iv) adoption and approval of a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP”), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of two percent (2%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption, (or such lesser amount as determined by the Post-Closing Purchaser Board at such time), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE American. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser Stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall cause the Other Financing SourcesProxy Statement to be mailed to Purchaser Stockholders. (e) Purchaser shall comply in all material respects with all applicable Laws, shall have been declared effective under any applicable rules and regulations of NYSE American, Purchaser’s Organizational Documents and this Agreement in the Securities Act by the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement shall have been issued Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. (f) If any tax opinion is required by the SECSEC or otherwise, and or is given in connection with the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting transactions contemplated by this Agreement, such number of shares of Apple Common Stock covered tax opinion shall be provided by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant counsel to the Underwriting AgreementCompany (and in no event by counsel to the Purchaser). For clarity, a tax opinion by neither Party’s advisors shall equal at least be a condition precedent to the Minimum Cash AmountBusiness Combination.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Domestication and the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the Signing Date, Investcorp shall cause to be prepared with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”) in connection with the registration under the Securities Act of Investcorp Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Investcorp stockholders for the matters to be acted upon at Investcorp Special Meeting and providing the Public Stockholders an opportunity in accordance with Investcorp’s Organizational Documents and the IPO Prospectus to have their shares of Investcorp Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on Investcorp Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Investcorp stockholders to vote, at a special meeting of Investcorp stockholders to be called and held for such purpose (the “Investcorp Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Contemplated Transactions or referred to in this Agreement, including the Merger, by the holders of shares of Investcorp Common Stock in accordance with Investcorp’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the Domestication, including the adoption and approval of the Amended Investcorp Charter, (iii) the appointment of the members of the New Investcorp Board in accordance with Section 5.17, (iv) the adoption and approval of Investcorp Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Investcorp shall later mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Investcorp Stockholder Approval Matters”), and (vi) the adjournment of Investcorp Special Meeting, if necessary or desirable in the reasonable determination of Investcorp. If on the date for which Investcorp Special Meeting is scheduled, Investcorp has not received proxies representing a sufficient number of shares to obtain the Required Investcorp Stockholder Approval, whether or not a quorum is present, Investcorp may make one or more successive postponements or adjournments of Investcorp Special Meeting. In connection with the Registration Statement, Investcorp will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Investcorp’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Investcorp shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement before filing the same with the SEC. The Company shall provide Investcorp with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Investcorp shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Investcorp Special Meeting and the Redemption. Each of Investcorp and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Investcorp and, after the Closing, Investcorp Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Investcorp shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Investcorp stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Investcorp’s Organizational Documents. (c) Investcorp, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Investcorp shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Investcorp or its Representatives receive from the SEC or its staff with respect to the Registration Statement, Investcorp Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Investcorp shall distribute the Registration Statement to Investcorp’s stockholders and the Other Financing SourcesCompany Members, and, shall have been declared effective under call Investcorp Special Meeting in accordance with the Securities Act by the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Investcorp shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Investcorp’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies, the calling and holding of Investcorp Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain (i) a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting (defined below) and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters and (ii) a proxy statement or consent solicitation statement for the purpose of soliciting proxies or consents from Company stockholders for the matters to be acted upon at the Company Special Meeting (defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with any Financing Agreement, the Ananda Trust Investment or any other transaction contemplated hereby), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Islands Companies Law, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) the adoption and approval of a new equity incentive plan (the “Incentive Plan”), in a form to reasonably agreed upon by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Purchaser Common Stock equal to (A) 12% of the aggregate number of shares of Purchaser Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), on a fully-diluted basis, such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2023 and continuing until (and including) January 1, 2032, with such annual increase equal to 3%, (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.19 hereof, (vi) any other proposals as the SEC (or any staff-member thereof may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, and (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting if necessary or desirable in the reasonable determination of Purchaser and the Company. The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser Shareholders approve the Purchaser Shareholder Approval matters. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting after reasonable consultation with and approved by the Company. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser shall cause any information concerning the Purchaser or its shareholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading and shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without prior consultation with the Securities ActCompany. (c) as shall yield aggregate cash proceeds to Apple from that sale (net The Purchaser, with the reasonable assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under and shall otherwise use its commercially reasonable best efforts to cause the Securities Act) (Registration Statement to “clear” comments from the "Other Financing Sources") SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to enable Apple the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to pay or otherwise deliver review and comment on the IPO Closing Date Registration Statement and any Offer Document each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. No filing of, or amendment or supplement to the Offer Documents will be made by the Purchaser or the Company without the approval of the Company or the Purchaser, respectively (each such approval not to be unreasonably withheld, conditioned or delayed). No response to any comments from the SEC or the staff of the SEC relating to the Offer Documents will be made by the Purchaser without the prior consent of the Company (such consent not to be unreasonably withheld, conditions or delayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall (i) cause the Proxy Statement to be disseminated to the Purchaser’s shareholders in compliance with applicable Law, (ii) duly (1) the total cash portion give notice of the Acquisition Consideration then to be delivered pursuant to Section 2.04, and (2) convene and hold the total cash portion of Purchaser Special Meeting in accordance with the consideration then to be delivered pursuant to Purchaser’s Organizational Documents and Nasdaq listing rules, for a date no later than thirty (30) days following the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which date the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple is declared effective, (iii) solicit proxies from the IPO holders of Purchaser Ordinary Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) call the Other Financing Sources, shall have been declared effective under Purchaser Special Meeting in accordance with the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take any and all reasonable and necessary actions to cause, the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on the Underwriting Agreement, shall equal at least Nasdaq as of the Minimum Cash AmountClosing.

The Registration Statement. (a) As promptly as practicable after the Effective Date, DMAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of DMAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of DMAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of DMAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from DMAC shareholders for the matters to be acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with DMAC’s Organizational Documents and the IPO Prospectus to have their DMAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from DMAC shareholders to vote, at a special meeting of DMAC stockholders to be called and held for such purpose (the “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of DMAC Common Stock in accordance with DMAC’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws or the Laws of the Cayman Islands, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and DMAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company, Pubco and DMAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder Approval Matters”, and (F) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable determination of DMAC. (b) Subject to the provisions of Section 8.11(f), DMAC, acting through the DMAC Board (or a committee thereof), shall (i) make the DMAC Recommendation and include such DMAC Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which the Special Stockholder Meeting is scheduled, DMAC has not received proxies and votes representing a sufficient number of shares to obtain the Stockholder Approval Matters, whether or not a quorum is present, DMAC may make one or more successive postponements or adjournments of the Special Stockholder Meeting. In connection with the Registration Statement, DMAC and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law, DMAC’s Organizational Documents, Pubco’s Organizational Documents, the Laws of the Cayman Islands, the DGCL and the rules and regulations of the SEC and Nasdaq. DMAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Entities shall provide DMAC with such information concerning the Company Entities and the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) DMAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Stockholder Meeting and the Redemption. Each of DMAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company Parties and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. DMAC and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of DMAC) file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to DMAC’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and DMAC’s Organizational Documents. (d) DMAC and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. DMAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that DMAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, DMAC and Pubco shall distribute the Other Financing SourcesRegistration Statement to DMAC’s shareholders and, DMAC shall have been declared effective under call the Securities Act by Special Stockholder Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) DMAC and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, DMAC’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Stockholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters and (y) soliciting proxies from holders of Company Stock for the matters to be acted upon at the Company Special Meeting. (i) The Registration StatementProxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, as amended at an extraordinary general meeting of Purchaser stockholders to cover be called and held for such purpose (the offering“Purchaser Special Meeting”), issuance in favor of resolutions approving (i) the Domestication by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Companies Act, the Nevada Law and sale the rules and regulations of the SEC and NASDAQ; (ii) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Domestication, by Apple the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Companies Act, the Nevada Law and the rules and regulations of the SEC and Nasdaq, (iii) the amendment of Article 47.4 of the Memorandum of Association of the Purchaser to change the words “upon such consummation” to “prior to or upon such consummation”; (iv) the adoption and approval of the Articles of Incorporation of the Purchaser upon the Domestication (the “Interim Purchaser Charter”) in substantially the form set forth in Exhibit B-1, (v) the adoption and approval of the Articles of Incorporation of the Purchaser following the consummation of the Merger (the “Amended Purchaser Charter,” in substantially the form set forth in Exhibit B-2; (vi) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which Incentive Plan will provide for awards for a number of shares of Purchaser Common Stock equal to the sum of (x) five percent (5.0%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption and shares issued in any private financing) and (y) such number of shares of Apple Purchaser Common Stock at the IPO Price (which need not as may be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered issuable pursuant to the Other Agreements as a result Assumed Options; (vii) approval of the consummation issuance of shares of Purchaser Common Stock (w) issuable to the holders of Company Common Stock as the Merger Consideration pursuant to this Agreement, (x) issuable upon conversion of any Company Convertible Notes outstanding at the Effective Time and any Company Convertible Notes which may be issued subsequent to the Effective Time to limited partners of CEF in respect of loans made by CEF to a subsidiary of the Acquisition Company, (y) issuable upon exercise or other acquisition transactions contemplated thereby conversion of Purchaser Securities issued to the Purchaser’s public shareholders in connection with the First and Second Extensions, and (3z) issued or issuable in one or more private placements subsequent to the date of this Agreement, including shares issuable upon convertible securities issued in connection with such private placements and (viii) the total amount of Indebtedness election of the Founding Companies Purchaser’s Board to serve upon completion of the Merger (the approvals described in foregoing clauses (i) through (viii), collectively, the “Purchaser Stockholder Approval Matters”), and Apple (ix) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds Purchaser Special Meeting is scheduled, Purchaser has not received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on proxies representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountPurchaser Special Meeting.

The Registration Statement. (a) As promptly as practicable after the date of this Agreement, Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of Purchaser Common Stock to be issued under this Agreement as the Business Combination Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Business Combination (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the amended and restated Purchaser Certificate of Incorporation, including the change of name of Purchaser, (iii) adoption and approval of the New Equity Incentive Plan in substantially the form attached as Exhibit D hereto, and which will provide that (A) the total awards under such New Equity Incentive Plan will be a number of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of Purchaser Common Stock issued and outstanding as of the End Date, and (B) the total awards under an Employee Stock Purchase Plan will be a number of Purchaser Common Stock equal to one percent (1%) of the aggregate number of Purchaser Common Stock issued and outstanding as of Closing; (iv) the appointment of the members of the Post-Closing Board in accordance with Section 7.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser, the Company Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price (which need this Agreement and Purchaser’s Organizational Documents; provided, however, that Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without adequate notice to and prior consultation with the Company and the Company Representative as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or its counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Company Shareholders, and, pursuant thereto, shall use commercially reasonable efforts to call Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO PriceStatement, subject to the conditions set forth any necessary adjournments or postponements as described in Section 7.10(a) above. (e) Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, Purchaser Common Stock to be paid by issued in connection with the Underwriter Business Combination to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting Agreement, shall equal at least the Minimum Cash AmountEnd Date.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the assistance, cooperation and commercially reasonable efforts of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Sellers pursuant to the Mergers, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of the new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Incentive Plan”), that provides for the grant of awards to employees and other certain Representatives of Pubco and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on shares of Pubco Common Stock with a total pool of awards of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing, (iii) the adoption and approval of a new restricted stock plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Pubco Restricted Stock Plan”), which provides for the issuance of the Restricted Merger Consideration to Sellers holding Company Unvested PIUs in accordance with Section 1.9(b), (iv) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Purchaser’s Organizational Documents. (c) Each of shares Purchaser and Pubco, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and the Other Financing Sources, shall have been being declared effective under the Securities Act by the SEC; , Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s stockholders and the Sellers, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and holders of Purchaser Warrants for the matters to be acted upon at the Warrantholder Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from: (i) Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of the Amended Purchaser Charter, (C) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser; and (ii) holders of Purchaser Warrants to vote, at a special meeting of the holders of Purchaser Warrants to be called and held for such purpose (the “Warrantholder Meeting”), in favor of resolutions approving (A) the adoption and approval of an amendment to the Warrant Agreement to provide that all issued and outstanding Purchaser Warrants as of the Closing will no longer be exercisable and will be cancelled, and each holder of a Purchaser Warrant will instead receive a cash payment of One and One-Half U.S. Dollar ($1.50) per whole Purchaser Warrant, payable by Purchaser promptly following the Closing (the “Warrant Amendment”), (B) such other matters as Purchaser shall hereafter determine to be reasonably necessary or appropriate in order to effect the Warrant Amendment (the approvals described in foregoing clauses (A) and (B), together, the “Warrantholder Approval Matters”), and (C) the adjournment of the Warrantholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (c) If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such Purchaser Special Meeting, and to take all other reasonable actions necessary or advisable to secure the Required Purchaser Shareholder Approval. (d) If on the date for which the Warrantholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of votes of holders of Purchaser Warrants to approve the Warrantholder Approval Matters at the Warrantholder Meeting in accordance with the Warrant Agreement, applicable Law and the Proxy Statement (the “Required Warrantholder Approval”), whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Warrant Meeting. Purchaser shall use its reasonable best efforts to solicit from the holders of Purchaser Warrants proxies in favor of the Warrantholder Approval Matters prior to such Warrantholder Meeting, and to take all other reasonable actions necessary or advisable to secure the Required Warrantholder Approval (provided, that Purchaser shall not be required to make any additional payments or provide any additional consideration to holders of Purchaser Warrants in connection therewith). (e) In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (f) Purchaser shall exert reasonable best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting, the Warrantholder Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders and the holders of Purchaser Warrants, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (g) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, the Warrantholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments (and Purchaser shall consider any such comments by the Company in good faith). (h) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to the Company Stockholders and the Other Financing SourcesProxy Statement to Purchaser’s stockholders and the holders of Purchaser Warrants, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting and the SEC; Warrantholder Meeting in accordance with the DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (i) Purchaser shall have been issued by the SECapply for, and shall use reasonable best efforts to cause the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant to be approved for listing on Nasdaq as of the Underwriting AgreementClosing Date and shall comply with all applicable Laws, shall equal at least any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the Minimum Cash Amountpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Holdco shall prepare with the reasonable assistance of the Company, and file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Holdco Ordinary Shares to be issued under this Agreement to the holders of Purchaser Securities and the Holdco Warrants to be assumed by Holdco and automatically adjusted in favor of the holders of Purchaser Warrants and (ii) the Holdco Ordinary Shares to be issued under this Agreement to the holders of Company Shares prior to the First Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Meeting”), in favor of resolutions approving the Purchaser Shareholder Approval Matters, and the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) In connection with the Registration Statement, Purchaser and Holdco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. The Company shall provide Purchaser and Holdco with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective officers and employees, upon reasonable advance notice, available to the Company, Holdco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Holdco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offering, issuance SEC and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not to be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added disseminated to the fundsPurchaser Shareholders, if any, available from other sources (if any, in each case as and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby extent required by applicable Laws and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the terms and conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountthis Agreement and Purchaser’s Organizational Documents.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC, PubCo and the Company shall jointly prepare, and PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (A) The providing the public shareholders of SPAC an opportunity to redeem their SPAC Shares in accordance with SPAC’s Organizational Documents and the IPO Prospectus, and (B) soliciting proxies from SPAC shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as amended a prospectus. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to cover vote, at the offeringSPAC Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the approval of the First Plan of Merger; (iii) the adoption of the memorandum and articles of association of PubCo by PubCo in substantially the form set forth in Exhibit C (the “Amended PubCo Charter”), (iv) the approval of an equity incentive plan of PubCo in form and substance reasonably satisfactory to SPAC and the Company (the “2024 Equity Incentive Plan of PubCo”) which will provide that the total pool of awards under the 2024 Equity Incentive Plan of PubCo will be a number of PubCo Ordinary Shares equal to five percent (5%) of the aggregate number of PubCo Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (v) the issuance of the Earnout Shares, (vi) any other proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including, without limitation, the adoption and sale by Apple approval of such the memorandum and articles of association of the Merger Sub 1, as in effect immediately prior to the First SPAC Merger Effective Time, as the memorandum and articles of the association of the Initial SPAC Surviving Sub at the First SPAC Merger Effective Time), and (vii) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of Apple Common Stock at SPAC Special Meeting. (c) In connection with the IPO Price (which need not be Registration Statement, SPAC and PubCo will jointly file, with the Company’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the Cayman Islands, and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide PubCo and SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) Company shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the "Other Financing Sources") Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to enable Apple state a material fact necessary in order to pay make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise deliver on otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the IPO Closing Date (1) Registration Statement, or in any amendments or supplements thereto, which information provided by the total cash portion relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Acquisition Consideration then statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at the time it becomes effective under the Securities Act will to be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (d) Each of SPAC, PubCo and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the Company, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have been issued become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (e) SPAC, PubCo and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, and SPAC shall distribute the SEC Proxy Statement to SPAC’s shareholders, and, pursuant thereto, shall not have initiated or threatened call SPAC Special Meeting in accordance with applicable Laws of the Cayman Islands as promptly as practicable. SPAC shall take reasonable actions to initiate Litigation for that purpose; and (C) enforce Section 1 of the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Letter Agreement, such number dated as of shares December 14, 2023, by and among SPAC, the Sponsor and certain directors and officers of Apple Common Stock covered by SPAC, in order to obtain the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRequired SPAC Shareholder Approval.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options and Exchanged RSUs) equal to seven and one-half percent (7.5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption, and less the number of shares of Purchaser Common Stock related to the Assumed Options and Exchanged RSUs), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the assistance, cooperation and best efforts of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Sellers pursuant to the Mergers, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholder’s to vote, at an extraordinary general meeting of Purchaser’s shareholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers and the Conversion, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Act, DGCL and the rules and regulations of the SEC and NYSE, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise TABLE OF CONTENTS​​ required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and Purchaser’s Organizational Documents. (c) Each of shares Purchaser and Pubco, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and the Other Financing Sources, shall have been being declared effective under the Securities Act by the SEC; , Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders, and, pursuant thereto, shall call the Purchaser Extraordinary General Meeting in accordance the Purchaser Organizational Documents and the Cayman Act for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, the SECPurchaser Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; Redemption. (f) In connection with the Registration Statement, each of Purchaser and (C) the Underwriter shall have agreed Company shall, if requested in writing (by BTIG as Purchaser’s capital markets advisor in connection with the "Underwriting Agreement," which term includes Transaction, or any other financial advisor of Purchaser with the related pricing agreementprior approval of Purchaser, if anycause the Purchaser’s and the Company’s respective independent registered public accounting firm(s) and counsel(s) to purchase from Apple deliver to BTIG or such other financial advisor on a firm commitment basis for resale such dates as reasonably requested by BTIG or such other financial advisor, “comfort” letters and negative assurance statements in customary form and substance reasonably satisfactory to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, BTIG or such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountother financial advisor.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act will of the Pubco Securities to be repaid on issued under this Agreement to the IPO Closing Date with proceeds received by Apple from holders of Purchaser Securities prior to the IPO Effective Time and to Joining Sellers who first execute and deliver to the Purchaser, Pubco and the Other Financing Sources, shall have been declared effective under Company Seller Joinders after the Securities Act by the SEC; (B) no stop order suspending the effectiveness of date on which the Registration Statement shall have been issued become effective (other than as a transferee of a Signing Seller or another Joining Seller who was a Joining Seller on or prior to the date of effectiveness of the Registration Statement) and which Seller ▇▇▇▇▇▇▇▇ contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Purchaser, Pubco and the Company hereby agree that, without the prior written consent of the Purchaser, Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Ordinary Shares (other than a Company Insider) which is dated prior to the effective date of the Registration Statement or which does not contain an acknowledgement by such holder of Company Ordinary Shares that it has received the Proxy Statement prospectus with respect to the Transactions. (c) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in connection with the PIPE Financing), by the SECholders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC shall not have initiated or threatened and Nasdaq, (B) the adoption and approval of a new Equity Incentive Plan for Pubco in form and substance reasonably acceptable to initiate Litigation for Purchaser and the Company (the “Pubco Equity Plan”), which will provide that purpose; the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (C) the Underwriter shall have agreed adoption and approval of a new Employee Stock Purchase Plan for Pubco in writing form and substance reasonably acceptable to Purchaser and the Company (the "Underwriting Agreement," which term includes “Employee Stock Purchase Plan”), (D) the related pricing agreementappointment, if anyand designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.13 hereof, (E) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to purchase from Apple on a firm commitment basis for resale be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder Approval Matters”), (F) an amendment to the Purchaser Charter, effective immediately prior to the Closing, to remove the “Redemption Limitation” requirements set forth in Sections 9.1(a), 9.1(e) and 9.1(f) thereof in connection with the transactions contemplated by this Agreement (the “Redemption Limitation Amendment”), and (G) the adjournment of the Special Stockholder Meeting (i) in order to obtain a quorum of Purchaser’s shareholders, (ii) as reasonably determined by Purchaser to comply with applicable Law, (iii) in order to meet any of the conditions to the Closing set forth in Sections 9.1(a), 9.1(f), 9.1(j), 9.1(k) or 9.1(l), or (iv) with the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned) as otherwise reasonably determined by Purchaser to be necessary or appropriate. (d) If, on the date for which the Special Stockholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Stockholder Meeting. In connection with the Registration Statement, Purchaser and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (e) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Stockholder Meeting and the Redemption, including the requirement that any information provided by Purchaser and Pubco included in the Registration Statement (or any amendment or supplement thereto) shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public initially at filings with respect to the IPO Pricetransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s stockholders and the holders of Purchaser Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountthis Agreement and Purchaser’s Organizational Documents.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the issuance of the Merger Consideration pursuant to this Agreement (and, to the extent required, the issuance of any shares in connection with the PIPE Offering or any other financing which involves the issuance of Purchaser Common Stock), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the adoption and approval of the Amended Purchaser Charter; (iii) adoption and approval of an equity incentive plan in form and substance mutually acceptable to the Company and the Purchaser (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Recapitalization, the Redemption and the PIPE Offering); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, such appointment to be effective on the Closing Date; (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption, and the Company shall assist in such efforts and shall provide such information concerning the Company, its financial statements and its management as is necessary for inclusion in the Registration Statement. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in Company, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal (A) fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountcircumstances.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the shares of Purchaser Common Stock to be issued under this Agreement as Merger Consideration and (y) the Purchaser Securities deemed reissued in the Domestication, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at a general meeting of the Purchaser to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions (the “Purchaser Board Recommendation”) approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the extent required by Nasdaq, the Purchaser’s Organizational Documents, the Cayman Islands Companies Act or the DCGL, the issuance of any shares in connection with the PIPE Investment, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding Purchaser Class A Ordinary Shares (or Purchaser Common Stock after the Domestication), (iii) the effecting of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) the adoption and approval of the Amended Purchaser Organizational Documents, (v) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit I hereto (with such changes that may be agreed in writing by the Purchaser and the Company (such agreement not to be unreasonably withheld, conditioned or delayed by either the Purchaser or the Company, as amended to cover applicable)) (the offering“Incentive Plan”), issuance and sale by Apple of such which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption), (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto, (vii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (viii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viii), collectively, the “Purchaser Shareholder Approval Matters”), and (ix) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser, including for the solicitation of proxies hereunder in order to get sufficient votes hereunder. The Purchaser shall include the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, subject to Section 5.12(c). If on the date for which need the Purchaser Special Meeting is scheduled, the Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Islands Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Any filing of, or amendment or supplement to, the Registration Statement when it becomes effective under or the Securities ActProxy Statement will be provided by the Purchaser to the Company (and its counsel) as for review, and the Purchaser shall yield aggregate cash proceeds give due consideration to Apple from that sale (net any comments of the Underwriter's discount Company. The Purchaser and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added amendment filed with respect to the fundsRegistration Statement or the Proxy Statement, if anyof the suspension of the qualification of the Purchaser Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of the Purchaser and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, available from other sources delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. The Company shall provide the Purchaser with such information concerning the Target Companies and their respective stockholders, officers, directors, employees, assets, Liabilities, condition (if anyfinancial or otherwise), business and as set forth operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. Each of the Company and the Purchaser shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Representatives and supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement when it becomes effective under or the Securities Act) (Proxy Statement will, at the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which time the Registration Statement discloses or the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act will contain any untrue statement of a material fact or omit to state any material fact required to be repaid stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (b) After the Closing, within ten (10) Business Days following the expiration of the sixty (60) day period following the date the Purchaser has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, the Purchaser shall file an effective registration statement on Form S-8 (or other applicable form, including Form S-3) with respect to the IPO Purchaser Common Stock issuable under the Incentive Plan. (c) The Purchaser covenants that none of the Purchaser’s board of directors, the Purchaser or any committee of the Purchaser’s board of directors shall (i) change, withdraw, withhold, qualify, amend or modify, or publicly propose to change, withdraw, withhold, qualify, amend or modify, in a manner adverse to the Company, the Purchaser Board Recommendation or any other recommendation by the Purchaser’s board of directors or the Purchaser of the proposals set forth in the Registration Statement and the Proxy Statement, (ii) adopt, approve, recommend or declare advisable to the Purchaser’s shareholders, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal or (iii) fail to include the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement. Notwithstanding the foregoing, if the Purchaser’s board of directors, the Purchaser or any committee of the Purchaser’s board of directors, after consultation with outside legal counsel, determines in good faith that failure to change, withdraw, withhold, qualify, amend or modify the Purchaser Board Recommendation would be inconsistent with its fiduciary duties to the shareholders of the Purchaser under applicable Law, then the Purchaser may change, withdraw, withhold, qualify, amend or modify the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, but any such change, withdrawal, withholding, qualification, amendment or modification shall not in any way limit the Purchaser’s other obligations under this Section 5.12. (d) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Date Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and the Purchaser and their respective Representatives in connection with proceeds received the drafting of the public filings with respect to the transactions contemplated by Apple this Agreement, including the Registration Statement, and responding in a timely manner to comments from the IPO SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Other Financing Sources, Purchaser’s Organizational Documents. (e) The Purchaser and the Company shall have been declared effective each provide to EGS and SMRH representation letters containing such representations as shall be reasonably necessary or appropriate to enable each of EGS and SMRH to render such tax opinions as may be required to satisfy the requirements of Item 601 of Regulation S-K promulgated under the Securities Act by (the SEC; (B) no stop order suspending “Tax Representation Letter”). The Tax Representation Letters shall be dated and executed as of the effectiveness of date the Registration Statement shall have been issued declared effective by the SECSEC and such other date(s) as determined reasonably necessary by such counsel in connection with the filing of the Registration Statement. (f) The Purchaser, and with the assistance of the other Parties, shall promptly respond to any SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple comments on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement asand shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, when multiplied by and shall inform the price per share Company of Apple Common Stock to be paid by any material oral comments, that Purchaser or its Representatives receive from the Underwriter to Apple pursuant SEC or its staff with respect to the Underwriting AgreementRegistration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall distribute the Registration Statement to the Purchaser’s shareholders and the Company Stockholders, and, pursuant thereto, shall equal at least call the Minimum Cash AmountPurchaser Special Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (h) The Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser Shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s shareholders and the Other Financing SourcesCompany Shareholders, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement. (e) Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. (f) In the event that the Closing occurs, the Company shall pay for and/or reimburse Purchaser for all reasonable expenses incurred in relation to the preparation and filing of the Registration Statement shall have been issued as described in this Section 5.13 including, without limitation, all of Purchaser’s reasonable legal and accounting expenses. (g) If any tax opinion is required by the SECSEC or otherwise, and or is given in connection with the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting transactions contemplated by this Agreement, such number of shares of Apple Common Stock covered tax opinion shall be provided by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant counsel to the Underwriting AgreementCompany (and in no event by counsel to the Purchaser). For clarity, a tax opinion by either Party’s advisors shall equal at least not be a condition precedent to the Minimum Cash AmountBusiness Combination.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of the Amended Purchaser Charter, (C) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (c) If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such Purchaser Special Meeting, and to take all other reasonable actions necessary or advisable to secure the Required Purchaser Shareholder Approval. (d) [RESERVED] (e) In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (f) Purchaser shall exert reasonable best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (g) Purchaser, issuance and sale by Apple with the assistance of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments (and Purchaser shall consider any such comments by the Company in good faith). (h) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to the Company Stockholders and the Other Financing SourcesProxy Statement to Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (i) Purchaser shall have been issued by the SECapply for, and shall use reasonable best efforts to cause the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid by issued in connection with the Underwriter Merger to Apple pursuant be approved for listing on Nasdaq as of the Closing Date and shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption.” c. Section 5.20 of the Original Agreement is hereby amended to delete clause (i) thereof in its entirety and replace it with the Underwriting Agreement, shall equal at least following: “[RESERVED]”. Section 6.1 (b) of the Minimum Cash AmountOriginal Agreement is hereby deleted in its entirety and replaced with the following: “[RESERVED]”.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Stockholder Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the Purchaser’s stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the “Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the special meeting of the Company’s Stockholders (the “Company Special Meeting”). (b) The Purchaser and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, as amended to cover the offeringPurchaser Special Meeting, issuance and sale by Apple the Company Special Meeting promptly after the receipt of such number comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (c) Purchaser shall file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, will, make publicly available other information) and will take such further action as the Company Stockholders may reasonably request, all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of shares of Apple Common Stock at the IPO Price exemptions provided by (which need not be set forth in the Registration Statement when it becomes effective i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount any similar rule or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act regulation hereafter adopted by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Mergers, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the new equity incentive plan for Pubco in a form to be agreed between the Purchaser and the Company, which agreement shall not be unreasonably withheld, conditioned or delayed (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Common Stock equal to seven and one-half percent (7.5%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), which plan shall have been approved and adopted by Pubco, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.16 hereof, (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in the foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser will take, in accordance with applicable Law, Nasdaq rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene the Purchaser Special Meeting to consider and vote upon the Purchaser Stockholder Approval Matters as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Following delivery of the Proxy Statement to the Purchaser Stockholders, Purchaser will use reasonable best efforts to solicit approval of the Purchaser Stockholder Approval Matters by the Purchaser stockholders. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser and Pubco with such information concerning the Target Companies and their shareholders, members, officers, directors, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The Purchaser shall provide the Company and Pubco with such information concerning the Purchaser Parties and their shareholders, members, officers, directors, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Purchaser shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, managers, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Each of shares the Purchaser and Pubco, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective under to “clear” comments from the Securities Act) (SEC and become effective. The Purchaser and Pubco shall provide the "Other Financing Sources") to enable Apple to pay Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco or otherwise deliver on their respective Representatives receive from the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant SEC or its staff with respect to the Other Agreements as a result of Registration Statement, the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO Purchaser Special Meeting and the Other Financing SourcesRedemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or material oral responses to such comments. (d) The Purchaser and Pubco shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of Nasdaq, the Securities Act by Purchaser’s Organizational Documents and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement shall have been issued by Statement, any solicitation of proxies thereunder, the SEC, calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at a general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, on the date for which the SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting. In connection with the Registration Statement, SPAC and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Lexasure Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC and, after the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Warrants, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and SPAC’s Organizational Documents. (d) SPAC and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, SPAC and Pubco shall distribute the Other Financing SourcesRegistration Statement to SPAC’s shareholders and, pursuant thereto, shall have been declared effective under call the Securities SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued by the SECStatement, and shall use its reasonable efforts to (i) solicit from the SEC shall not have initiated or threatened SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to initiate Litigation for that purpose; such SPAC Shareholder Meeting, and (Cii) obtain the Underwriter Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (f) SPAC and Pubco shall have agreed comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the Closing Redemption. (g) In connection with the Registration Statement, each of SPAC and the Company shall, if requested in writing by BTIG, LLC (“BTIG”), SPAC’s capital markets advisor in connection with the "Underwriting Agreement," which term includes Transaction, or any other financial advisor of SPAC with the related pricing agreementprior approval of SPAC, if anycause the SPAC’s and Lexasure Companies’ respective independent registered public accounting firm(s) and counsel(s) to purchase from Apple deliver to BTIG or such other financial advisor on such dates as reasonably requested by BTIG or such other financial advisor “comfort” letters and negative assurance statements in customary form and substances reasonably satisfactory to BTIG or such other financial advisor and their respective counsel; provided that BTIG shall deliver to such public accounting firm(s) documentation to permit such firms to render such comfort letters. Pubco hereby agrees that in connection with the Closing, it will enter into a firm commitment basis for resale written agreement with SPAC and BTIG, in form and substance reasonably acceptable to BTIG and SPAC, to assume, effective as of the public initially at Closing, all of the IPO Pricerights and obligations of SPAC under SPAC’s engagement letter with BTIG, subject to the conditions set forth in the Underwriting Agreementdated as of November 27, such number of shares of Apple Common Stock covered by the Registration Statement as2022, when multiplied by the price per share of Apple Common Stock to as it may be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountamended.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Company shall prepare, and the Company shall file (with ITAC’s assistance) with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of ITAC Common Stock and the Company Ordinary Shares issuable upon exercise or conversion of the Company Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of ITAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from ITAC stockholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with ITAC’s Organizational Documents and the IPO Prospectus to have their ITAC Class A Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the ITAC Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from ITAC stockholders to vote, at a special meeting of ITAC stockholders to be called and held for such purpose (the “ITAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the issuance of ITAC Securities in the PIPE Investment, by ITAC stockholders in accordance with ITAC’s Organizational Documents, the Delaware Law and the rules and regulations of the SEC and Nasdaq, if applicable, (iii) the approval of the Restated ITAC Certificate, (iv) such other matters as the Company and ITAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the “ITAC Stockholder Approval Matters”), and (v) the adjournment of the ITAC Special Meeting, if necessary or desirable in the reasonable determination of ITAC. In connection with the Registration Statement and the Merger, the Company shall (w) assist ITAC in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to ITAC, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) the Company shall provide ITAC with evidence reasonably requested by ITAC that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act, failing which the Registration Statement shall be filed on a Form S-4. (b) The Company shall obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and the Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with the Existing Articles and the Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of a new Equity Incentive Plan for the Company in a substantially form to be agreed to prior to the filing of the Registration Statement (the “Equity Plan”), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number Company Ordinary Shares issuable pursuant to any outstanding equity incentives or Continuing Company Options which are outstanding immediately prior to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.15 hereof, (v) the issuance of Company Ordinary Shares and Company Warrants pursuant to this Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the Company Warrants, the Continuing Warrants and Continuing Company Options; and (vi) such other matters as the Company and ITAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”), and (vii) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of the Company. The Company shall use its reasonable best efforts to solicit from the holders of Company Ordinary Shares and Company Preferred Shares proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements. (c) ITAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and ITAC will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, ITAC’s Organizational Documents, the Israeli Companies Law, the Delaware Law and the rules and regulations of the SEC and Nasdaq. (d) ITAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of ITAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and ITAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. ITAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to ITAC’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and ITAC’s Organizational Documents. (e) ITAC and the Company, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall provide ITAC with copies of any written comments, and shall inform ITAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give ITAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, ITAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to ITAC’s shareholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act) as , ITAC shall yield aggregate cash proceeds solicit proxies from the ITAC stockholders to Apple from that sale (net vote in favor of the Underwriter's discount ITAC Stockholder Approval Matters, as approved by the ITAC board of directors, which approval shall also be included in the Registration Statement. (g) If on the date for which the ITAC Special Meeting is scheduled, ITAC has not received proxies representing a sufficient number of shares to obtain the Required ITAC Shareholder Approval, whether or commissions) not a quorum is present, ITAC may make one or more successive postponements or adjournments of the Special Meeting. ITAC may also adjourn the ITAC Special Meeting to establish a quorum or if the ITAC stockholders have elected to redeem a number of shares of ITAC Common Stock as of such time that would reasonably be expected to result in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as condition set forth in Section 6.2(f) not being satisfied. Notwithstanding the Registration Statement when it becomes effective under foregoing, without the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion consent of the Acquisition Consideration then Company, in no event shall ITAC adjourn the ITAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to be delivered pursuant a date that is beyond four (4) Business Days prior to Section 2.04the Outside Date. Except as otherwise required by applicable Law, (2) the total cash portion ITAC covenants that none of the consideration then ITAC board of directors (including any committee thereof) or ITAC shall withdraw, withhold or modify, or publicly propose a change to be delivered pursuant to the Other Agreements as a result any recommendation in support of the consummation of the Acquisition or other acquisition transactions contemplated thereby and Transactions. (3h) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO ITAC and the Other Financing SourcesCompany shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of Nasdaq, ITAC’s Organizational Documents, the Securities Act by Existing Articles and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption. (i) The Company (with reasonable cooperation from ITAC) shall have been issued by take such steps as are necessary for the SEClisting of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and the SEC shall not have initiated or threatened provide such information as is necessary to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, obtain Nasdaq approval of such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountlisting.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser, Pubco and the Company shall prepare with the reasonable assistance, cooperation and reasonable best efforts of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Common Stock to be issued under this Agreement to the holders of Purchaser Ordinary Shares and to the Sellers pursuant to the Mergers and (y) the Pubco Public Warrants, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with Transaction Financing, if any), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Act and the rules and regulations of the SEC and NYSE, (ii) the authorization and approval of the Purchaser Merger Plan of Merger and other Purchaser Merger Documents by way of special resolution pursuant to the Act, (iii) adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to the Purchaser and the Company (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), as further set forth in the Incentive Plan, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (v) the approval of an amendment to the Insider Letter, effective upon the Closing, pursuant to which the Founder Shares will be released from transfer restrictions set forth therein on the date on which the VWAP of shares of Pubco Common Stock is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period beginning on the day of Closing (the “Insider Letter Amendment Approval”), (vi) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting to a later date or dates, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Postponements or adjournments of the Purchaser Special Meeting for any other reason shall require the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). In connection with the Registration Statement and any amended and supplements thereto, the Purchaser, Pubco and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act and the rules and regulations of the SEC and NYSE. The Company shall promptly provide the Purchaser and Pubco with such information concerning the Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser, Pubco and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser, Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser shareholders and the Sellers, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Each of shares of Apple Common Stock at Pubco, the IPO Price (which need not be set forth in Purchaser and the Company shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments timely made under the circumstances. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and being declared effective by the SEC (the “SEC Approval Date”), the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and the Other Financing SourcesSellers, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents and the Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued or as otherwise agreed upon by the SEC, Purchaser and the SEC Company. (e) The Purchaser and Pubco shall not have initiated or threatened to initiate Litigation for that purpose; comply with all applicable Laws, any applicable rules and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementregulations of NYSE, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth Purchaser’s Organizational Documents and this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to Purchaser Special Meeting and the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (a) As promptly as practicable after the date of this Agreement, Purchaser and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Purchaser shall (at the sole cost and expense of Purchaser) file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Securities to be issued under this Agreement to the holders of securities of the Company prior to the Merger Effective Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by the holders of Purchaser Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ, (B) the adoption of the Amended Purchaser Charter, (C) the adoption and approval of a new equity incentive plan for Purchaser in substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.16 (the “Purchaser Equity Plan”), (D) the appointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.15 hereof, (E) the issuance of the Earnout Shares, (F) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (F), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (G) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law; provided, however, that Purchaser will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) Purchaser has provided at least five (5) Business Days’ prior written notice to the Company advising that Purchaser’s board of directors proposes to take such action and which notice contains the material facts underlying its determination to make, or agree or resolve to make, a Change in Recommendation (a “Change in Recommendation Notice”), (B) during such five (5) Business Day period following the Company’s receipt of a Change in Recommendation Notice, Purchaser’s board of directors has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation and (C) following the expiration of such five (5) Business Day period, Purchaser’s board of directors reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in Recommendation would constitute a breach by the directors of Purchaser of their fiduciary duties under applicable Law. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, Purchaser will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall, with the agreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, conditioned or delayed), amend or supplement the Registration Statement and Purchaser shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, with the SEC and to cover be disseminated to Purchaser’s shareholders, in each case as and to the offering, issuance extent required by applicable Laws and sale by Apple subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price this Agreement and Purchaser’s Organizational Documents. (which need not be set forth in d) Purchaser shall respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act) circumstances to review and agree upon (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then such agreement not to be delivered pursuant unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to Section 2.04, such comments. (2e) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Meeting in accordance with the Cayman Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement. Purchaser shall use commercially reasonable efforts to keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. (f) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NASDAQ, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the SEC Redemption. (g) For the avoidance of doubt, the Company shall not have initiated be required by this Section 5.10 to take, or threatened cause to initiate Litigation be taken, any action in response to comments of the SEC staff made in connection with the Registration Statement, that would or could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as presently conducted or (y) any Target Company being required to hold, obtain or apply for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase any material Permit from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions any Government Authority other than those set forth in Schedule 4.10 of the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountCompany Disclosure Schedules.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser, Pubco and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and Pubco shall file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act will of the Pubco Securities to be repaid issued to the holders of Purchaser Securities and the Company Holders pursuant to the Mergers, which Registration Statement shall also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser’s shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the IPO Closing Date with proceeds received by Apple Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the IPO Purchaser’s shareholders to vote, at an extraordinary general meeting of the Purchaser’s shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Other Financing Sourcestransactions contemplated hereby or referred to herein, shall have been declared effective under including the Securities Act Mergers (and, to the extent required, the issuance of any shares in connection with any Transaction Financing) and the Plan of Merger, by the SEC; holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (Bii) no stop order suspending the adoption and approval of the Amended Pubco Organizational Documents, (iii) the adoption and approval of a new equity incentive plan for Pubco, in form and substance to be mutually agreed by the Purchaser and the Company prior to the effectiveness of the Registration Statement, and which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemption), (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.16 hereof, and (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser’s shareholders approve the Purchaser Shareholder Approval Matters. If, on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement shall have been issued by and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser and Pubco shall consider in good faith any such comments. The Company shall provide Purchaser with such information concerning the Company and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein to the extent based solely on information supplied by the Purchaser, the Merger Subs or the Sponsor for inclusion or incorporation by reference in the Registration Statement or any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s shareholders. (b) The Purchaser, Pubco and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser and Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco, with the reasonable cooperation of the Company, shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholders, in each case, as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not have initiated amend or threatened supplement the Registration Statement without the Company’s consent (such consent not to initiate Litigation for be unreasonably withheld, conditioned or delayed). (c) Each of Pubco and the Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that purpose; the Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. No filing of, or amendment or supplement to the Registration Statement shall be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). No response to any comments from the SEC or the staff of the SEC relating to the Registration Statement shall be made by the Purchaser or Pubco without the prior consent of the Company (such consent not to be unreasonably withheld, conditions or delayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall (i) cause the Proxy Statement to be disseminated to the Purchaser’s shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (C2) convene and hold the Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents and Nasdaq listing rules, for a date no later than thirty (30) days following the date the Registration Statement is declared effective, (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) call the Purchaser Special Meeting in accordance with the Cayman Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Closing Redemption. (f) The Purchaser and the Company shall use commercially reasonable efforts to cause: (i) Pubco to satisfy all applicable listing requirements of Nasdaq and (ii) the Underwriter Pubco Common Stock issuable in accordance with this Agreement, including the Mergers, to be approved for listing on Nasdaq (and the Company shall have agreed reasonably cooperate in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Priceconnection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the conditions set forth in the Underwriting date of this Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant and in any event prior to the Underwriting Agreement, shall equal at least the Minimum Cash AmountEffective Time.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple OEI of such number of shares of Apple OEI Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale OEI (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash AmountMINIMUM CASH AMOUNT") that is sufficient, sufficient when added to the funds, if any, available from other sources (the "OTHER FINANCING SOURCES"), if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") Act to enable Apple OEI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition mergers or other acquisition transactions contemplated thereby thereby, and (3) the total amount of Indebtedness of the Founding Companies and Apple OEI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple OEI from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting AgreementUNDERWRITING AGREEMENT," which term includes the related pricing agreement, if any) to purchase from Apple OEI on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple OEI Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple OEI Common Stock to be paid by the Underwriter to Apple OEI pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which those statements are made, not misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and to the extent required, the issuance of any shares in connection with a PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of the Amended and Restated Certificate of Incorporation in form and substance reasonably acceptable to the Company and the Purchaser, including the change of the name of the Purchaser; provided, that if the Amended Company Charter and the Class B Share Exchange are not agreed to by the Company Special Committee or not approved by the High Vote Company Stockholder Approval, the Amended Purchaser Charter will not include any provisions regarding the Purchaser Class B Common Stock and will only provide for a single class of common stock, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including for the Assumed Options) equal to ten percent (10%) of (x) the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (y) the number of Earnout Shares potentially issuable pursuant to the milestones set forth in Section ‎1.13 of this Agreement, which Incentive Plan shall have an annual “evergreen” increase as of January 1 of each calendar year, beginning with January 1, 2024 and continuing until (and including January 1, 2033, with such annual increase not to exceed two (2%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding as of the end of the day immediate prior to such increase, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section ‎5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Other Financing SourcesPurchaser shall distribute the Registration Statement to the Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under duly call, give notice of, convene and hold the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL. (Be) no stop order suspending Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the effectiveness Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement shall have been issued by Statement, any solicitation of proxies thereunder, the SEC, calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the approval of the Amended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of an a new or amended equity incentive plan for the Purchaser to be agreed between the Purchaser and the Company acting reasonably and in good faith; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Purchaser Special Meeting. Each of the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) The Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Purchaser shall distribute the Registration Statement to the Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) The Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SEC, Purchaser’s Organizational Documents and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountPurchaser Special Meeting.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the Sellers and the Operating Companies, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued to the holders of Purchaser Securities and the Sellers pursuant to this Agreement, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Closing Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Pubco Organizational Documents, (iii) adoption and approval of a new equity incentive plan for Pubco in a form to be approved by the Seller Representative and the Purchaser Representative (the “Incentive Plan”), which will provide for awards for a number of shares of Pubco Common Stock, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, and (v) such other matters as the Seller Representative and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL, the Federal Securities Laws and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Seller Representative (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Representative shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their members, officers, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Companies shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Redemption. The Seller Representative shall cause the Target Companies to and each of Purchaser, Pubco shall, and shall cause each of its Subsidiaries to, make their respective directors, officers, managers and employees, upon reasonable advance notice, available to the Seller Representative, Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Each of shares Pubco and Purchaser, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Seller Representative with copies of any written comments, and shall inform the Seller Representative of any material oral comments, that Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Seller Representative a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq on which Pubco Common Stock will be listed, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing Redemption.

The Registration Statement. (Aa) As promptly as practicable after the Agreement Date, Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of Purchaser Ordinary Shares to be issued under this Agreement as the Transaction Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Governing Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Governing Documents and IPO Prospectus, the Securities Act, the Cayman Companies Act, the Malaysian Companies Act, , and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the adoption and approval of an Amended and Restated Memorandum and Articles of Association of Purchaser, including the change of name of Purchaser, (iii) as an ordinary resolution, adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit D hereto (the “New Equity Incentive Plan”), which will provide for awards for up to a number of Purchaser Ordinary Shares mutually acceptable to Purchaser and the Company, (iv) as an ordinary resolution, the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 7.15 hereof, and (v) as an ordinary resolution (or, if required by applicable Law or the Purchaser’s Governing Documents, as a special resolution), such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the transactions contemplated by this Agreement and in connection with the Business Combination and each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments (as permitted by the Purchaser’s Governing Documents) of the Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Governing Documents, the Securities Act, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. In connection with Purchaser’s preparation of the Registration Statement, Proxy Statement and any other filings required to be made by Purchaser with the SEC under the Securities Act, or any responses to any comments from the SEC related thereto, the Company and Selling Shareholders shall provide, and shall use its commercially reasonable efforts to cause its Representatives including legal and accounting representatives to provide, all cooperation reasonably requested by Purchaser that is customary in connection with the preparation of any such filings or responses, including but not limited to, obtaining the consents of any auditor to the inclusion of the financial statements of the Company or any of its Subsidiaries in the Registration Statement, Proxy Statement and other filings with the SEC. The Company shall provide Purchaser with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Proxy Statement or in any amendments or supplements thereto, or any other filings with the SEC. The Company shall ensure that all information provided by the Company, the Selling Shareholders and their respective representatives to Purchaser for inclusion or incorporation by reference in the Registration Statement, Proxy Statement, or any other filings with the SEC, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Any filing fees related to the filing of the Registration Statement with the SEC as contemplated by this Section 7.11(a) shall be borne by Purchaser. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. If at any time prior to the Closing, any information relating to the Company or Purchaser, or any of their respective directors, officers or Affiliates, is discovered by the Company or Purchaser that is required to be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price (which need this Agreement and Purchaser’s Governing Documents; provided, however, that Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountcircumstances.

The Registration Statement. (a) As promptly as practicable after the delivery of financials required pursuant to Section 8.4, the Purchaser and Pubco shall prepare with the reasonable assistance of the Company and the Sellers, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the Public Shareholders prior to the Effective Time, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws, the Cayman Act, the adoption of the Amended Pubco Charter, (C) to the extent required, the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and the Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company, Pubco and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Shareholder Approval Matters”), and (F) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. The Purchaser’s board of directors shall not withdraw, amend, qualify or modify the Purchaser Recommendation (a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) the Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Shareholder Meeting shall not be affected by any Modification in Recommendation, (y) the Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Special Shareholders Meeting and submit for approval the Shareholder Approval Matters and (z) the Purchaser agrees that if the Required Shareholder Approval shall not have been obtained at any such Special Shareholders Meeting, then the Purchaser shall promptly continue to take all such necessary actions, including the actions required by this Section 8.11, and hold additional Special Shareholders Meetings in order to obtain the Required Shareholder Approval. If on the date for which the Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting; provided that the Special Shareholders Meeting (x) may not be adjourned to a date that is more than 15 days after the date for which the Special Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Outside Date. (b) In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, the Purchaser’s Organizational Documents, BVI Act and the rules and regulations of the SEC and Nasdaq. the Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (d) The Purchaser and Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (e) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Other Financing SourcesPurchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and, the Purchaser shall have been declared effective under call the Securities Special Shareholder Meeting in accordance with the BVI Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) The Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SECPurchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the Seller Representative and the Operating Company, and file with the SEC a registration statement on Form S-4 or other form of registration statement as mutually determined by the Purchaser and Operating Company (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued to the holders of Purchaser Securities and the Seller pursuant to this Agreement, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Closing Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The transaction will not be approved by the Target shareholders until after the Registration Statement has been deemed effective by the SEC. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Pubco Organizational Documents, (iii) adoption and approval of a new equity incentive plan for Pubco in a form to be approved by the Seller Representative and the Purchaser Representative (the “Incentive Plan”), which will provide for awards for a number of shares of Pubco Common Stock, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, and (v) such other matters as the Seller Representative and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL, the Federal Securities Laws and the rules and regulations of the SEC. Purchaser and Pubco shall cooperate and provide the Seller Representative (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Representative shall promptly provide Purchaser and Pubco with such information concerning the Target Company and their members, officers, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Closing Redemption. The Seller Representative shall cause the Target Company to and each of Purchaser, Pubco shall, and shall cause each of its Subsidiaries to, make their respective directors, officers, managers and employees, upon reasonable advance notice, available to the Seller Representative, Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Each of shares Pubco and Purchaser, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Seller Representative with copies of any written comments, and shall inform the Seller Representative of any material oral comments, that Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Seller Representative a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of the SEC, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountClosing Redemption.

The Registration Statement. (Aa) Following the date of this Agreement, SPAC and Pubco shall jointly prepare with the reasonable assistance of the Company, and, as promptly as practicable after completion of the Company’s audited financial statements described in Section 7.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Class A Stock to be issued upon exchange of the shares held by the SPAC Shareholders, the Sellers, the PIPE Investors and Ethena under this Agreement, in each case, to the extent such registration is permitted under the Securities Act, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the SPAC Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and authorization of SPAC’s entry into the SPAC Plan of Merger, and (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Sellers, the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC Shareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d). In connection with the Registration Statement, SPAC and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Sellers (and their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Sellers shall provide SPAC and Pubco with such information concerning the Company, the Sellers and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and any Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the SPAC Shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need SPAC Memorandum and Articles; provided, that Pubco shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without the Securities Actprior written consent of SPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) as shall yield aggregate cash proceeds to Apple from that sale (net SPAC and Pubco, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use their reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. SPAC and Pubco shall provide the Sellers with copies of any written comments, and shall inform the Sellers of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Sellers and their respective Representatives a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the IPO Closing Date with proceeds received by Apple Registration Statement “clearing” comments from the IPO SEC and becoming effective, SPAC shall set a record date for the Other Financing SourcesExtraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall have been declared effective under call and convene the Securities Act by the SEC; Extraordinary General Meeting for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. SPAC shall, through the SPAC Board, subject to Section 7.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. (i) Subject to Section 7.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (ii) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) the Company shall have been issued received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SECSPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the SEC shall Transactions and not have initiated or threatened to initiate Litigation for that purpose; and make such Intervening Event Change in Recommendation, (C) the Underwriter SPAC and its Representatives shall have agreed provided to the Company and its Representatives all applicable information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement and (D) if the Company requested negotiations in accordance with the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the "Underwriting Agreement," which term includes other applicable Parties), continues to determine in good faith, based on the related pricing agreementadvice of outside counsel, if any) that failure to purchase from Apple on make an Intervening Event Change in Recommendation would be a firm commitment basis for resale breach of its fiduciary duties to the public initially at SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any material and negative event after the IPO Price, subject date of this Agreement that (i) was not known and was not reasonably foreseeable to the conditions set forth SPAC Board as of the date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the date of this Agreement), which becomes known to the SPAC Board prior to the Extraordinary General Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the Underwriting Agreementprice or trading volume of SPAC Class A Ordinary Shares, such number (D) any Action filed or threatened against SPAC or any member of shares the SPAC Board arising out of Apple Common Stock covered or related to the Transactions by any Person and (E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Registration Statement as, when multiplied by the price per share of Apple Common Stock Company has occurred or would reasonably be expected to be paid by the Underwriter to Apple occur pursuant to clauses (i), (ii), (iii) and (iv) of the Underwriting Agreementdefinition thereof. For the avoidance of doubt, (x) an Intervening Event Change in Recommendation shall constitute a Modification in Recommendation, and (y) in the event that the SPAC Board does not make an Intervening Event Change in Recommendation, the SPAC Board, in furtherance of its fiduciary duty, shall equal at least still be permitted to advise SPAC Shareholders of their right to redeem in the Minimum Cash AmountRedemption and provide the SPAC Shareholders with a detailed explanation and rationale for such advice.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser, Pubco and the Company shall prepare, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of the Pubco Securities under this Agreement to (i) the holders of Purchaser Securities prior to the Effective Time, (ii) Joining Sellers who first execute and deliver to the Purchaser, Pubco and the Company Seller Joinders after the date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, and (iii) Drag-Along Sellers who are required by the Company, the Signing Sellers and the Joining Sellers after the Registration Statement Effective Date to participate in the Transactions pursuant to the Drag-Along Rights. The Registration Statement will also contain a notice of meeting and proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of convening and soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. Any SEC filing fees and printer expenses related to the Registration Statement shall be borne equally by Purchaser and the Company, with each bearing 50% of such fees and expenses. Notwithstanding anything to the contrary contained in this Agreement, (i) each of Purchaser, Pubco and the Company agree that, without the prior written consent of Purchaser, Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a Global Transferred Holder which is dated prior to the Registration Statement Effective Date or which does not contain an acknowledgement by such Global Transferred Holder that it has received the Proxy Statement prospectus with respect to the Transactions, and (ii) the Company, the Signing Sellers and the Joining Sellers will not cause any Global Transferred Holder to participate in the Transactions pursuant to their respective Drag-Along Rights until after the Registration Statement Effective Date, and any such notice regarding the exercise of such Drag-Along Rights shall include a copy of the Proxy Statement prospectus with respect to the Transactions. (b) The Proxy Statement shall include a notice of meeting and proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing) by the holders of Purchaser Ordinary Shares, as ordinary resolutions and special resolutions, as required by and in accordance with Purchaser’s Organizational Documents, the IPO Prospectus, the Securities Act, the Cayman Act and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the Merger and the entry by Purchaser into the Plan of Merger, (iii) as an ordinary resolution, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to 5% of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing (giving effect to the Closing Redemption), (iv) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board in accordance with Section 8.14 hereof, (v) as an ordinary resolution (or if required by applicable Law or the Purchaser Memorandum and Articles, as a special resolution) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in the foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), (vi) as a special resolution, an amendment to the Purchaser Memorandum and Articles, effective immediately prior to the Closing, to remove the $5,000,001 net tangible assets requirement and “Redemption Limitation” requirements set forth in Sections 50.2(b), 50.4, 50.5, and 50.8 thereof in connection with the transactions contemplated by this Agreement (the “Redemption Limitation Amendment”), and (vii) as an ordinary resolution, the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. (c) The board of directors of Purchaser shall not withdraw, amend, qualify or modify its recommendation to the Purchaser’s shareholders that they vote in favor of Purchaser Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Purchaser’s shareholders described in the Recitals hereto, a “Modification in Recommendation”), except to the extent that Purchaser’s board of directors determines in good faith, after consultation with counsel, that such Modification in Recommendation is required by their applicable fiduciary duties. Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Extraordinary General Meeting shall not be affected by any Modification in Recommendation. If on the date for which Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting; provided, that the Purchaser Extraordinary General Meeting may not be postponed to later than three Business Days prior to the Outside Date without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned). In connection with the Registration Statement, Purchaser, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Securities Act, the Cayman Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. Purchaser and Pubco shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. Neither Purchaser nor Pubco shall file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (d) Purchaser, Pubco and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Closing Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in this Agreement and Purchaser’s Organizational Documents; provided, that neither Purchaser nor Pubco shall amend or supplement the Registration Statement when it becomes effective under without the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net prior written consent of the Underwriter's discount Company, not to be unreasonably withheld, conditioned or commissionsdelayed. (e) in at least Each of Purchaser, Pubco and the amount (Company, with the "Minimum Cash Amount") that is sufficientassistance of the other Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to respond to comments from the SEC and become effective. Each of Purchaser, Pubco and the Company shall provide the other such Parties with copies of any written comments, and shall inform the other such Parties of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the other such Parties and their counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions, or changes suggested by the other such Parties and their counsel in connection therewith. (f) As soon as practicable following the Registration Statement becoming effective, Purchaser shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Purchaser Extraordinary General Meeting in accordance with the Cayman Act, Purchaser’s Organizational Documents and the Securities Act) (Act for a date no later than 30 days following the "Other Financing Sources") to enable Apple to pay or otherwise deliver date on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at became effective. (g) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the time it becomes effective under preparation and filing of the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO Proxy Statement and the Other Financing Sourcesdistribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the Closing Redemption. (h) If, in connection with the preparation and filing of the Registration Statement or the SEC’s review thereof, the SEC requests or requires that an opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the Parties shall deliver to counsel customary Tax representation letters reasonably satisfactory to such counsel and to the Parties, dated and executed as of the date such relevant filing shall have been declared effective under the Securities Act by the SEC; (BSEC and such other date(s) no stop order suspending as determined to be reasonably necessary by such counsel in connection with the effectiveness preparation and filing of such opinion. Notwithstanding anything to the contrary in this Agreement, in the event there is any Tax opinion, comfort letter or other opinion required to be provided in connection with the Registration Statement or the SEC’s review thereof, nothing in this Agreement shall have been issued require (i) the Company or its Tax advisors to provide an opinion with respect to the Intended Tax Treatment or any other Tax consequences of the Transaction other than solely with respect to the Sellers or (ii) the Purchaser or its Tax advisors to provide an opinion with respect to the Intended Tax Treatment or any other Tax consequences of the Transaction other than solely with respect to the Purchaser or the Purchaser shareholders and securityholders, in each case, other than, to the extent so requested or required by the SEC, and a customary opinion regarding the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) material accuracy of any disclosure regarding U.S. federal income tax considerations of the Underwriter shall have agreed Transactions included in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied as may be required to satisfy applicable rules and regulations promulgated by the price per share of Apple Common Stock SEC. (i) If the Purchaser’s shareholders approve the Redemption Limitation Amendment at the Purchaser Extraordinary General Meeting, then promptly after the Purchaser Extraordinary General Meeting and prior to be paid the Closing, the Purchaser shall amend the Purchaser Memorandum and Articles in accordance with the amendments contemplated by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption Limitation Amendment.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Common Stock to be issued to the holders of Purchaser Common Stock and the Company Stockholders pursuant to the Mergers, (y) the Pubco Public Warrants, and (z) the CVRs, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Mergers and the Domestication (and, to the extent required, the issuance of any shares in connection with the Purchaser Transaction Financing, if any), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Act, the DCGL and the rules and regulations of the SEC and NYSE, (ii) the effecting of the Domestication, (iii) the change of name of Pubco and the adoption and approval of the Organizational Documents, (iv) adoption and approval of a new equity incentive plan for Pubco in a form satisfactory to Purchaser (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Pubco Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), as further set forth in the Incentive Plan, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (vi) the amendment of the Stock Escrow Agreement to shorten the lock-up period applicable to securities of the Purchaser issued at the time of the IPO as Founder Shares thereunder and join Pubco as a party thereto; (vii) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser shall consider in good faith any such comments timely made. The Company shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s stockholders. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser, Pubco and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents, provided, however, that the Purchaser shall not be set forth in amend or supplement the Registration Statement when it becomes effective under without providing the Securities ActCompany with reasonably opportunity to comment or supplement. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Each of Pubco and Purchaser, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments, and the IPO Closing Date with proceeds received by Apple Purchaser shall consider in good faith any such comments timely made under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Purchaser Special Meeting in accordance with the Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare, with the reasonable assistance of the Company, and cause Holdco to file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdco Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (such rights to have their Purchaser Ordinary Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Denali Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption of the amended and restated memorandum and articles of association of Purchaser in connection with the Denali Merger, (iii) the change of name of the Purchaser in connection with the Denali Merger, (iv) on an advisory basis only, the adoption and approval of the Amended Holdco Certificate of Incorporation, including the change of name of Holdco, (v) adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and Purchaser (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Holdco Common Stock equal to (a) ten percent (10%) of the aggregate number of shares of Holdco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (b) the number of shares of Holdco Common Stock underlying the Converted Stock Options, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of the Purchaser to match the authorized share capital of Denali Merger Sub) (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Holdco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and Holdco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser shareholders, issuance in each case as and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, extent required by applicable Laws and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the terms and conditions set forth in of this Agreement and the Underwriting AgreementPurchaser’s Organizational Documents; provided, such number however, that the Purchaser shall not amend or supplement the Proxy Statement without prior written consent of shares of Apple Common Stock covered by the Registration Statement asCompany, when multiplied by the price per share of Apple Common Stock not to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementunreasonably withheld, shall equal at least the Minimum Cash Amountconditioned, or delayed.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Holdco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of the required shares and warrants, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”), and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Holdco shall take all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser, Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and Holdco and, after the Closing, the Purchaser, and its respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Holdco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need Purchaser’s Organizational Documents; provided, however, that the Purchaser and Holdco shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net Purchaser and Holdco, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use its commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Target Company Shareholders, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser and Holdco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s and Holdco’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the SEC Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing. (f) The Company shall not have initiated or threatened use best efforts to initiate Litigation for that purpose; and (C) procure the Underwriter shall have agreed in writing delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the "Underwriting Agreement," which term includes “Audited Company Financials”) by no later than February 28, 2024 and in any event shall procure the related pricing agreementdelivery to the Parties of such unqualified audit of the Annual Company Financials by no later than February 28, 2024. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by February 28, 2024, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion. Holdco or ▇. ▇▇▇▇▇▇▇▇▇ shall pay the fees and other expenses of the auditor to deliver the Audited Company Financials. (g) The Company shall timely deliver updated financial statements as required pursuant to SEC regulations as requested by Purchaser, including audited financial statements for the year ended December 31, 2023, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountrequired.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration Statement”) in connection with the registration under the Securities Act of the shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the approval of the Amended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Purchaser Special Meeting. Each of the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Purchaser’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) The Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, the Purchaser shall distribute the Registration Statement to the Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) The Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SEC, Purchaser’s Organizational Documents and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountPurchaser Special Meeting.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, PHP Ventures shall prepare and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Company Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of PHP Ventures Common Stock, and the Company Ordinary Shares issuable upon exercise or conversion of the PHP Ventures Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of PHP Ventures (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from PHP Ventures stockholders for the matters to be acted upon at the PHP Ventures Special Meeting and providing the Public Stockholders an opportunity in accordance with PHP Ventures’ Organizational Documents and the IPO Prospectus to have their PHP Ventures Class A Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the PHP Ventures Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from PHP Ventures stockholders to vote, at a special meeting of PHP Ventures stockholders to be called and held for such purpose (the “PHP Ventures Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the issuance of PHP Ventures Securities in the PIPE Investment by PHP Ventures stockholders in accordance with PHP Ventures’ Organizational Documents, Delaware Law and the rules and regulations of the SEC and Nasdaq, if applicable, (iii) the approval of any amendments required to PHP Ventures’ Organizational Documents; (iv) such other matters as the Company and PHP Ventures shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the “PHP Ventures Stockholder Approval Matters”), and (v) the adjournment of the PHP Ventures Special Meeting, if necessary or desirable in the reasonable determination of PHP Ventures. In connection with the Registration Statement and the Merger, the Company shall (w) assist PHP Ventures in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to PHP Ventures, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) provide PHP Ventures with evidence reasonably requested by PHP Ventures that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act. (b) The Company undertakes to use all reasonable endeavors to obtain the Required Company Shareholder Approval in the manner (and to the extent) required by the Existing Company Articles and English Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with the Existing Company Articles and English Law and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to twenty-two percent (22%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the PHP Ventures Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the PHP Ventures Warrants assumed by the Company; and (vi) such other matters as the Company and PHP Ventures shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”). The Company shall solicit from the holders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting and Support Agreements. (c) PHP Ventures and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and PHP Ventures will file with the SEC such financial and other information about the Transactions required in accordance with applicable Law and applicable proxy solicitation and registration statement rules, PHP Ventures’ Organizational Documents, Delaware Law and the rules and regulations of the SEC and Nasdaq. (d) PHP Ventures and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the PHP Ventures Special Meeting and the Redemption. Each of PHP Ventures and the Company shall, and shall cause each of its respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and PHP Ventures and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. PHP Ventures and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to PHP Ventures’ shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price (which need this Agreement and PHP Ventures’ Organizational Documents, provided that PHP Ventures shall not be set forth in amend or supplement the Registration Statement when it becomes without prior consultation with the Company. (e) PHP Ventures and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. PHP Ventures shall promptly provide the Company with copies of any written comments, and shall inform PHP Ventures of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the PHP Ventures Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, PHP Ventures (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to PHP Ventures’ shareholders and, pursuant thereto, shall call the PHP Ventures Special Meeting in accordance with Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act) as , PHP Ventures shall yield aggregate cash proceeds solicit proxies from the PHP Ventures stockholders to Apple from that sale (net vote in favor of the Underwriter's discount PHP Ventures Stockholder Approval Matters, as approved by the PHP Ventures Board of Directors, which approval shall also be included in the Registration Statement. (g) If on the date for which the PHP Ventures Special Meeting is scheduled, PHP Ventures has not received proxies representing a sufficient number of shares to obtain the Required PHP Ventures Stockholder Approval, whether or commissions) not a quorum is present, PHP Ventures may make one or more successive postponements or adjournments of the PHP Ventures Special Meeting. PHP Ventures may also adjourn the PHP Ventures Special Meeting to establish a quorum or if the PHP Ventures stockholders have elected to redeem a number of shares of PHP Ventures Common Stock as of such time that would reasonably be expected to result in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the Registration Statement when it becomes effective under foregoing, without the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion consent of the Acquisition Consideration then Company, in no event shall PHP Ventures adjourn the PHP Ventures Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to be delivered pursuant a date that is beyond four (4) Business Days prior to Section 2.04the Outside Date. Except as otherwise required by applicable Law, (2) the total cash portion PHP Ventures covenants that none of the consideration then PHP Ventures Board of Directors (including any committee thereof) or PHP Ventures shall withdraw, withhold or modify, or publicly propose a change to be delivered pursuant to the Other Agreements as a result any recommendation in support of the consummation of the Acquisition or other acquisition transactions contemplated thereby and Transactions. (3h) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO PHP Ventures and the Other Financing SourcesCompany shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of Nasdaq, PHP Ventures’ Organizational Documents, the Securities Act by Existing Company Articles and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the PHP Ventures Special Meeting and the Redemption. (i) The Company (with reasonable cooperation from PHP Ventures) shall have been issued by take such steps as are necessary for the SEClisting of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and the SEC shall not have initiated or threatened provide such information as is necessary to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, obtain Nasdaq approval of such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountlisting.

The Registration Statement. (a) As promptly as practicable after the date hereof, Buyer shall prepare with the assistance of the Company and file with the SEC a registration statement on Form S-1, Form S-4 or similar form (as amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of the Buyer Securities to be issued under this Agreement prior to the Closing, and the resale thereof, as applicable, and the Buyer Common Stock underlying the Buyer Preferred Stock, and will also prepare a proxy statement of Buyer (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Buyer stockholders for the matters to be acted upon at the Special Stockholder Meeting. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Buyer stockholders to vote, at a special meeting of Buyer stockholders to be called and held for such purpose (the “Special Stockholder Meeting”), in favor of resolutions approving (A) The Registration Statementthe issuance of shares of Buyer Common Stock in connection with the Conversion, by the holders of Buyer Common Stock in accordance with Buyer’s Organizational Documents and the rules and regulations of the SEC and Nasdaq, (B) amendment of Buyer’s Certificate of Incorporation to authorize sufficient additional shares of Common Stock to permit the Conversion, (C) the appointment of the members of the Post-Stockholder Approval Buyer Board, in each case in accordance with Section 6.12 hereof, and (D) such other matters as amended the Company and Buyer shall hereafter mutually determine to cover be necessary or appropriate in order to effect the offeringTransactions (the approvals described in foregoing clauses (A) through (D), issuance collectively, the “Stockholder Approval Matters”), and sale by Apple (E) the adjournment of such the Special Stockholder Meeting, if necessary or desirable in the reasonable determination of Buyer. (c) If, on the date one day immediately preceding the date for which the Special Stockholder Meeting is scheduled, Buyer reasonably believes that it will not receive proxies representing a sufficient number of shares to obtain the Stockholder Approval, whether or not a quorum is present, or, Buyer will not have sufficient shares of Apple Common Stock at Buyer common stock to constitute a quorum, Buyer may in its sole discretion make one or more successive postponements or adjournments of the IPO Price (which need Special Stockholder Meeting as long as such Special Stockholder Meeting is not be postponed more than five days for each postponement or adjournment or an aggregate of ten days for all such postponements or adjournments. In connection with the Registration Statement and the Proxy Statement, Buyer shall file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Buyer’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Buyer shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Buyer with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement when it becomes effective or Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (d) Buyer shall use commercially reasonable best efforts to have the Proxy Statement filed with the SEC as promptly as reasonably practicable. Buyer shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act) as , the Exchange Act and other applicable Laws in connection with the Proxy Statement and the Special Stockholder Meeting, respectively. Each of Buyer and the Company shall, and shall yield aggregate cash proceeds cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to Apple from that sale (net the Company, Buyer and their respective Representatives in connection with the drafting of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added public filings with respect to the fundsTransactions, if any, available from other sources (if anyincluding the Registration Statement and the Proxy Statement, and as set forth responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement when it becomes effective under and the Securities ActProxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Buyer shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Buyer’s stockholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Buyer’s Organizational Documents; provided, however, Buyer may not amend the Proxy Statement without Buyer’s written consent. (e) Buyer, with the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion assistance of the Acquisition Consideration then other Parties, shall promptly respond to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which any SEC comments on the Registration Statement discloses at and Proxy Statement and shall otherwise use their commercially reasonable efforts to cause the time it becomes effective Registration Statement and Proxy Statement to “clear” comments from the SEC and become effective, as applicable. Buyer shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Buyer or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement and Proxy Statement, the Special Stockholder Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, any proposed written or material oral responses to such comments. Buyer shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement shall until such time that all restrictive legends have been issued by removed in respect to the Buyer Securities registered under the Registration Statement pursuant to this Section 6.8. (f) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, Buyer shall distribute the Proxy Statement to Buyer’s stockholders and, pursuant thereto, shall call the Special Stockholder Meeting. Buyer agrees that: (i) Buyer’s Board shall recommend that the holders of Buyer Common Stock vote to approve the Stockholder Approval Matters and shall use commercially reasonable efforts to solicit such approval within the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions timeframe set forth in this Section 6.8, (ii) the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Proxy Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant shall include a statement to the Underwriting Agreementeffect that Buyer’s Board recommends that Buyer’s stockholders vote to approve the Stockholder Approval Matters. (g) Buyer shall comply with all applicable Laws, shall equal at least any applicable rules and regulations of Nasdaq, Buyer’s Organizational Documents and this Agreement in the Minimum Cash Amountpreparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Special Stockholder Meeting.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Company and the SPAC shall jointly prepare, and the SPAC shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the SPAC Class A Ordinary Shares, the SPAC Public Warrants and the SPAC Class B Ordinary Shares to be issued or deemed to be issued pursuant to the SPAC Continuance and under this Agreement as the Exchange Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC shareholders for the matters to be acted upon at the SPAC Special Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC shareholders to vote at a special meeting of the SPAC shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the SPAC Continuance, (ii) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Amalgamation, by the holders of SPAC Ordinary Shares in accordance with the SPAC’s Organizational Documents, the Securities Act, the Companies Law, the BCBCA and the rules and regulations of the SEC and Nasdaq, (iii) the adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties, and which will provide for awards for a number of SPAC Class A Ordinary Shares equal to ten percent (10%) of the aggregate number of SPAC Class A Ordinary Shares issued and outstanding immediately after the Closing (giving effect to the Redemption, any Equity Financing and the Amalgamation), (iv) the appointment of the members of the Post-Closing Board in accordance with Section 6.18 hereof, (v) such other matters as the Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “SPAC Shareholder Approval Matters”), and (vi) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required the SPAC Shareholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting. In connection with the Registration Statement, the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Securities Act, applicable Law and the rules and regulations of the SEC and Nasdaq. The Company shall cooperate and provide the SPAC (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Company shall consider any such comments timely made in good faith. The Company shall provide the SPAC with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Company and the SPAC shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Special Meeting and the Redemption. Each of the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the Company Shareholders and SPAC shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number of shares of Apple Common Stock at this Agreement and the IPO Price (which need SPAC’s Organizational Documents; provided, however, that the Company shall not be set forth in amend or supplement the Registration Statement when it becomes effective without prior consultation with the Company as is reasonable under the Securities Actcircumstances. (c) as shall yield aggregate cash proceeds to Apple from that sale (net The Company and the SPAC, with the assistance of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficientother Parties, when added shall promptly respond to the funds, if any, available from other sources (if any, and as set forth in any SEC comments on the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") and shall otherwise use their commercially reasonable efforts to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which cause the Registration Statement discloses at to “clear” comments from the time it becomes effective SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Company shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the SPAC and the Company shall distribute the Registration Statement to the SPAC’s shareholders and the Company Shareholders, and, pursuant thereto, shall call the SPAC Special Meeting in accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than forty-five (B45) no stop order suspending days following the effectiveness of the Registration Statement shall have been issued by the SEC, Statement. (e) The Company and the SEC SPAC shall not have initiated or threatened to initiate Litigation for that purpose; comply with all applicable Laws, any applicable rules and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementregulations of Nasdaq, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth their respective Organizational Documents and this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to SPAC Special Meeting and the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company acting reasonably in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), and will include a customary evergreen provision, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Shareholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the SPAC and the Company shall prepare, and the SPAC shall file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the SPAC New Common Shares to be issued under this Agreement to the holders of Company Common Shares outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC stockholders for the matters to be acted upon at the Stockholder Meeting and providing the SPAC’s stockholders an opportunity in accordance with SPAC Organizational Documents and the IPO Prospectus to have their SPAC Class A Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC stockholders to vote, at a special meeting of SPAC stockholders to be called and held for such purpose (the “Stockholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) to the extent required, the issuance of any PIPE Shares, (iii) the approval of the post-closing Certificate of Incorporation of the SPAC, (iv) the adoption and approval of the SPAC Equity Incentive Plan, (v) the approval of each other proposal that either the SEC or NASDAQ (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto, and (vi) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Stockholder Approval Matters”), and (vii) the adjournment of the Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) promptly furnish, or cause to be furnished, to SPAC all information concerning the Company and their Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.11 or for inclusion in any other statement, filing, notice or application made by or on behalf of SPAC to the SEC or NASDAQ in connection with the transactions contemplated by this Agreement. (b) SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Company, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, SPAC Organizational Documents, the DGCL, the FBCA and the rules and regulations of the SEC and NASDAQ. (c) SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Stockholder Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to SPAC’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and SPAC Organizational Documents. (d) SPAC and the Company, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC’s stockholders and, pursuant thereto, shall call the Stockholder Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act) as , SPAC shall yield aggregate cash proceeds solicit proxies from the SPAC stockholders to Apple from that sale (net vote in favor of the Underwriter's discount SPAC Stockholder Approval Matters, as approved by the SPAC board of directors, which approval shall also be included in the Registration Statement. (f) If on the date for which the Stockholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Stockholder Approval, whether or commissions) not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Stockholder Meeting with the Company’s consent not to be unreasonably withheld. SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Stockholder Meeting to establish a quorum or if the SPAC stockholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the Stockholder Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. The recommendation of the SPAC board of directors shall be included in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or Statement. Except as otherwise deliver on the IPO Closing Date (1) the total cash portion required by applicable Law, SPAC covenants that none of the Acquisition Consideration then SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to be delivered pursuant to Section 2.04, (2) the total cash portion any recommendation in support of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and Transactions. (3g) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO SPAC and the Other Financing SourcesCompany shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of NASDAQ, SPAC Organizational Documents, the Securities Act by Company Organizational Documents and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding of the Stockholder Meeting and the Redemption. (h) The Company (with reasonable cooperation from SPAC) shall have been issued by take such reasonable steps as are necessary for the SEClisting of the Company Common Shares and the SPAC Public Warrants on NASDAQ, as a successor issuer, and the SEC shall not have initiated or threatened provide such information as is necessary to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, obtain NASDAQ approval of such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountlisting.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Transactions (including the Earnout Shares,if permissible under the Form S-4), which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser Stockholders for the matters to be acted upon at the Purchaser Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Stockholders to vote, at an special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Stockholder Meeting”), in favor of resolutions approving (A) The Registration Statementthe adoption and approval of this Agreement and the Transactions (including the Assumed Options regardless of whether the Pubco Equity Plan is approved in subsection (B) below and, as amended to cover the offeringextent required, the issuance of any PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the DGCL and sale by Apple the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of a new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of shares of Apple Pubco Class A Common Stock at equal to the IPO Price greater of (which need not be i) the number of shares of Pubco Common Stock that are subject to the Assumed Options, and (ii) ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, (C) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) the approval of an amendment to the Insider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 8(a) thereof from one year after the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net completion of the Underwriter's discount Business Combination and provide that (i) twenty five percent (25%) of the Founder Shares will be released upon the filing of Pubco’s first Form 10-Q or commissionsForm 10-K filing made six (6) in at least months after the amount Closing and (ii) and an additional 25% of the "Minimum Cash Amount") Founder Shares will be released after each Form 10-Q or Form 10-K that is sufficient, when added filed each quarter thereafter (in addition to the funds, if any, available from other sources (if any, early release for stock price performance and a subsequent sale as set forth in the current Insider Letter lock-up) (the “Insider Letter Amendment Approval”); and (E) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder Approval Matters”), and (F) the adjournment of the Purchaser Special Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) If on the date for which the Purchaser Special Stockholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Stockholder Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act) (, the "Other Financing Sources") Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Stockholder Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) Company, Pubco, Purchaser and their respective Representatives in connection with the total cash portion drafting of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant public filings with respect to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby by this Agreement, including the Registration Statement, and (3) responding in a timely manner to comments from the total amount of Indebtedness of the Founding Companies and Apple which SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement discloses at (and other related materials) if and to the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received extent that such information is determined to have become false or misleading in any material respect or as otherwise required by Apple from the IPO applicable Laws. Purchaser and the Other Financing Sources, Pubco shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser and Pubco, with the assistance of the other Parties, shall have been issued promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, Purchaser and the SEC Pubco shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by distribute the Registration Statement asto Purchaser’s stockholders and, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementthereto, shall equal at least call the Minimum Cash AmountPurchaser Special Stockholder Meeting in accordance with the DGCL. (f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Stockholder Meeting and the Redemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the SPAC Domestication and the Merger, by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (d) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser shall distribute the Registration Statement to Purchaser’s stockholders and the Other Financing SourcesCompany Stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, MICT and BVI Pubco, shall prepare with the reasonable assistance of BI China and ParagonEx, and file with the SEC a Registration Statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the BVI Pubco Ordinary Shares to be issued under this Agreement to the holders of MICT Securities, the BI China Purchased Securities, the ParagonEx Purchased Securities, the ParagonEx Founders’ Additional Shares and the shares issuable to the PIPE Investors, which Registration Statement will also contain a proxy statement of MICT (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from MICT stockholders for the matters to be acted upon at the Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from MICT stockholders to vote, at a special meeting of MICT stockholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions requiring such approval by the holders of MICT Common Stock in accordance with MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq and presenting the Merger (ii) such other matters as BNN, ParagonEx, MICT and BVI Pubco shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), collectively, the “MICT Stockholder Approval Matters”), and (iii) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use commercially reasonable efforts to include the following items in the Proxy Statement: (i) the adoption and approval of a new Equity Incentive Plan for BVI Pubco, in the form to be mutually agreed by the Parties (collectively, the “GFH Equity Plan”), including the GFH Israeli Sub-Plan, which plan will provide that the aggregate awards under such plan shall be for a number of BVI Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of BVI Pubco Ordinary Shares issued and outstanding immediately after the Closing (which number of shares awarded for the avoidance of doubt shall not include the MICT Replacement Options), (ii) the appointment of the members of the Post-Closing BVI Pubco Board, and (iii) the amendment of the MICT Charter to effect a reverse stock split of the MICT Common Stock solely in order to comply with Section 12.1(i). For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not be deemed to be MICT Stockholder Approval Matters and such proposals shall not constitute conditions to the Closing. If as of the close of business on the Business Day prior to the date for which the Special Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, MICT will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq. MICT shall cooperate and provide BVI Pubco, BI China and ParagonEx (and their respective counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. BI China shall provide MICT and BVI Pubco, with such information concerning the BI China Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations and ParagonEx shall provide MICT and BVI Pubco, with such information concerning the ParagonEx Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations, that MICT and BVI Pubco, reasonably requests for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by BI China and ParagonEx, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the BNN, BI China or ParagonEx or any of their Representatives for inclusion therein. (b) MICT and BVI Pubco, shall use commercially reasonable efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Special Meeting. Each of BVI Pubco, MICT, BI China and ParagonEx shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries (excluding any Subsidiaries of MICT that are to be spun off in connection with the Spin Off) to, make their respective directors, officers and employees, upon reasonable advance notice, available to BVI Pubco, MICT, BI China, ParagonEx and, after the Closing, BVI Pubco, BNN and the ParagonEx Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. BVI Pubco and MICT shall amend or supplement the Registration Statement and shall use commercially reasonable efforts to cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to MICT’s stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and MICT’s Organizational Documents. (c) MICT and BVI Pubco, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective under to “clear” comments from the Securities Act) (SEC and become effective. MICT and BVI Pubco shall provide BI China and ParagonEx with copies of any written comments, and shall inform BI China and ParagonEx of any material oral comments, that MICT, BVI Pubco, or their respective Representatives receive from the "Other Financing Sources") SEC or its staff with respect to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at and the time it becomes effective Special Meeting promptly after the receipt of such comments and shall give BI China and ParagonEx a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the IPO Closing Date with proceeds received by Apple from Registration Statement becoming effective, MICT and BVI Pubco shall distribute the IPO and the Other Financing SourcesRegistration Statement to MICT’s stockholders and, pursuant thereto, shall have been declared effective under call the Securities Special Meeting in accordance with the Delaware Act by the SEC; for a date no later than sixty (B60) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) MICT and BVI Pubco, shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; calling and (C) holding of the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountSpecial Meeting.

The Registration Statement. (a) As promptly as practicable after the date of this Agreement, Purchaser, the Company and Pubco shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Pubco shall (at the sole cost and expense of Purchaser) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and holders of securities of the Company prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company, Pubco and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by the holders of Purchaser Class A Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NYSE, (B) to the extent required by Federal Securities Laws, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco in substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.14 (the “Pubco Equity Plan”), (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 5.13 hereof, (E) such other matters (if any) as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall, with the agreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, conditioned or delayed), amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, with the SEC and to cover be disseminated to Purchaser’s shareholders, in each case as and to the offering, issuance extent required by applicable Laws and sale by Apple subject to the terms and conditions of such number of shares of Apple Common Stock at the IPO Price this Agreement and Purchaser’s Organizational Documents. (which need not be set forth in d) Purchaser and Pubco shall respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use their commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act) circumstances to review and agree upon (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then such agreement not to be delivered pursuant unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to Section 2.04, such comments. (2e) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and Pubco shall distribute the Other Financing SourcesRegistration Statement to Purchaser’s shareholders and, Purchaser shall have been declared effective under call the Securities Special Meeting in accordance with the Cayman Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (f) Purchaser and Pubco shall have been issued by comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organizational Documents and this Agreement in the SECpreparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption. (g) For the avoidance of doubt, neither the Company nor Pubco shall be required by this Section 5.9 to take, or cause to be taken, any action in response to comments of the SEC shall not have initiated staff made in connection with the Registration Statement, that would or threatened could reasonably be expected to initiate Litigation result in (x) any material and lasting change in the business of the Target Companies as contemplated under the Business Plan as of the date of this Agreement or (y) any Target Company being required to hold, obtain or apply for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase any material Permit from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions any Government Authority other than those set forth in Schedule 4.10 of the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountCompany Disclosure Schedules.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Company shall prepare, and the Company shall file (with SPAC’s assistance) with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Company’s Ordinary Shares and the Company Warrants (and Company Ordinary Shares underlying the Company Warrants) to be issued under this Agreement to the holders of SPAC Shares and the Company Ordinary Shares issuable upon exercise or conversion of the SPAC Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the SPAC’s shareholders an opportunity in accordance with SPAC Organizational Documents and the IPO Prospectus to have their SPAC Class A ordinary shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) to the extent required, the issuance of any PIPE Shares, (iii) the approval of the Surviving Company Memorandum and Articles of Association, and (iv) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “SPAC Shareholder Approval Matters”), and (v) the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ as successor issuer to SPAC, and (z) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on NASDAQ. (b) SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, SPAC Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ. (c) SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to SPAC’s shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of such number this Agreement and SPAC Organizational Documents. (d) SPAC and the Company, with the assistance of shares of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall provide SPAC with copies of any written comments, and shall inform SPAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give SPAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Cayman Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act) as , SPAC shall yield aggregate cash proceeds solicit proxies from the SPAC shareholders to Apple from that sale (net vote in favor of the Underwriter's discount SPAC Shareholder Approval Matters, as approved by the SPAC board of directors, which approval shall also be included in the Registration Statement. (f) If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or commissions) not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting with the Company’s consent not to be unreasonably withheld. SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Extraordinary General Meeting to establish a quorum or if the SPAC stockholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the Extraordinary General Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. The recommendation of the SPAC board of directors shall be included in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or Statement. Except as otherwise deliver on the IPO Closing Date (1) the total cash portion required by applicable Law, SPAC covenants that none of the Acquisition Consideration then SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to be delivered pursuant to Section 2.04, (2) the total cash portion any recommendation in support of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and Transactions. (3g) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO SPAC and the Other Financing SourcesCompany shall comply with all applicable Laws, shall have been declared effective under any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, the Securities Act by Company Organizational Documents and this Agreement in the SEC; (B) no stop order suspending the effectiveness preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption. (h) The Company (with reasonable cooperation from SPAC) shall have been issued by take such reasonable steps as are necessary for the SEClisting of the Company Ordinary Shares and the SPAC Public Warrants on NASDAQ, as a successor issuer, and the SEC shall not have initiated or threatened provide such information as is necessary to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, obtain NASDAQ approval of such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountlisting.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by the holders of Purchaser Common Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq, (ii) if mutually agreed by Purchaser and the Company prior to the filing of the Registration Statement, the adoption and approval of a new Equity Incentive Plan for Pubco in form and substance reasonably acceptable to the Company, and Purchaser (the “Pubco Equity Plan”), (iii) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Approval Matters”), and (v) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and the Sellers and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser’s shareholders, issuance in each case as and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, extent required by applicable Laws and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the terms and conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amountthis Agreement and Purchaser’s Organizational Documents.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the shareholders, rightholders and warrantholders of the Company and the Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be repaid on in form and substance reasonably acceptable to the IPO Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing Date and shall include a customary evergreen provision, (C) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with proceeds Section 7.14 hereof, (D) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Special Shareholder Meeting, if and as mutually agreed by the Company and Purchaser. (b) Pubco, the Purchaser and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received by Apple from the IPO and SEC concerning the Other Financing SourcesProxy Statement or the Registration Statement, shall have been (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by the SEC; Purchaser or Pubco without the approval of the Company (Bsuch approval not to be unreasonably withheld, conditioned or delayed). Each of the Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither the Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that the Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (c) Each of the Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Purchaser, (iii) the time of the Special Shareholder Meeting of the Purchaser, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Purchaser (with respect to the Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect to the Company), or their respective officers or directors, should be discovered by the Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Purchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Purchaser’s Organizational Documents and the BVI Act as promptly as practicable thereafter and for a date no stop order suspending later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement shall have been issued by and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the SECapproval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the SEC shall approval of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not have initiated or threatened to initiate Litigation for that purpose; received proxies and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on votes representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the Registration Statement as, when multiplied by board of directors of the price per share Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of Apple Common Stock to be paid by the Underwriter to Apple Purchaser Shareholder Approval Matters or otherwise take actions consistent with the Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between the Underwriting AgreementPurchaser and the Company. The Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall equal at least take all other action necessary or advisable to secure the Minimum Cash Amountrequired vote or consent of its shareholders.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be repaid acted upon at the Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including to the extent required, shall have been declared effective under the Securities Act issuance of any shares in connection with the PIPE Investment), by the SEC; holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq, and (B) no stop such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order suspending to effect the effectiveness of Transactions (the Registration Statement shall have been issued by approvals described in foregoing clauses (A) and (B), collectively, the SEC“Stockholder Approval Matters”), and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (adjournment of the "Underwriting Agreement," which term includes the related pricing agreementSpecial Meeting, if anynecessary or desirable in the reasonable determination of Purchaser. (b) In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to purchase from Apple review and comment on a firm commitment basis for resale the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC and shall give due consideration to comments provided by the Company (and its counsel). Neither the Registration Statement nor the Proxy Statement, nor any amendment or supplement to the Registration Statement or the Proxy Statement, shall be filed without the approval (not to be unreasonably withheld, delayed or conditioned) of both Purchaser and the Company. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (c) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser and their respective Representatives in connection with the drafting of the public initially at filings with respect to the IPO Pricetransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions set forth of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to (i) “clear” comments from the SEC, (ii) cause the Registration Statement to become effective and (iii) keep the Registration Statement effective for as long as necessary to consummate the transactions contemplated hereby. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. Purchaser and Pubco shall not file any comment response letters with the SEC without the approval (not to be unreasonably withheld, delayed or conditioned) of both Purchaser and the Company. (e) As soon as practicable after the SEC declares the Registration Statement effective, Purchaser and Pubco shall distribute the Proxy Statement contained in the Underwriting AgreementRegistration Statement to Purchaser’s stockholders and, pursuant thereto, shall duly call, give notice of, convene and hold (subject to the last sentence of this Section 7.10(e)) the Special Meeting in accordance with the Delaware Act for a date no later than thirty (30) days following the date on which the SEC declared the Registration Statement effective and shall solicit proxies from the holders of Purchaser securities to vote in favor of the Stockholder Approval Matters. Purchaser, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Purchaser Common Stock vote in favor of the adoption of this Agreement and the approval of the Transactions, and shall otherwise use its best efforts to obtain the Required Shareholder Approval. Purchaser shall provide the Company with (i) updates with respect to the tabulated vote counts received by Purchaser, (ii) the right to demand postponement or adjournment of the Special Meeting if, based on the tabulated vote count, Purchaser will not receive the required approval of its stockholders to adopt this Agreement and approve the transactions contemplated hereby and the other Stockholder Approval Matters, and (iii) the right to review and comment on all communication sent to Purchaser’s stockholders, holders of Purchaser Warrants and/or proxy solicitation firms. Neither Purchaser’s board of directors nor any committee or agent or representative thereof shall (i) withdraw (or modify in any manner adverse to the Company), or propose to withdraw (or modify in any manner adverse to the Company), Purchaser board’s recommendation that Purchaser’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Alternative Transaction, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow Purchaser to execute or enter into, any agreement related to an Alternative Transaction, (iv) enter into any agreement, letter of intent, or agreement in principle requiring Purchaser to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) fail to recommend against any Alternative Transaction, (vi) fail to re-affirm the aforementioned Purchaser board recommendation at the written request of the Company within five (5) Business Days of such request or (vii) resolve or agree in writing to do any of the foregoing (any of the actions listed in sub-clauses (i) through (vii) of this sentence, a “Change of Recommendation”). If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Special Meeting, and shall hold the Special Meeting as soon as reasonably practicable upon Purchaser’s determination that it has received a sufficient number of Purchaser Securities to obtain the Required Shareholder Approval. (f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s and Pubco’s Organizational Documents, respectively, and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption. (g) As promptly as practicable after the date the hereof, the Company shall provide to Purchaser and Pubco (collectively, the “Required Registration Statement Company Financials”): (i) consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2018, December 31, 2017, and December 31, 2016, and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor, and (ii) the Company prepared and auditor reviewed financial statements, consisting of the consolidated balance sheet of the Target Companies as of June 30, 2019 (or if required to be provided by applicable Law or the rules or practices of the SEC as of the date of the initial filing of the Registration Statement aswith the SEC in order for the SEC to accept and review such filing, when multiplied by September 30, 2019) and the price per share related consolidated income statement, changes in shareholder equity and statement of Apple Common Stock to be paid by cash flows for the Underwriter to Apple pursuant to the Underwriting Agreementsix (6) months (or if applicable, shall equal at least the Minimum Cash Amountnine (9) months) then ended.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters and (y) soliciting proxies from holders of Company Stock for the matters to be acted upon at the Company Special Meeting. (i) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the BCA, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Certificate of Incorporation of the Purchaser (the “Amended Purchaser Charter”) and Bylaws of the Purchaser, each in substantially the form set forth in Exhibit B, (iii) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which Incentive Plan will provide for awards for a number of shares of Purchaser Common Stock equal to five percent (5.0%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), and for purposes of clarification, such five percent (5.0%) share reserve shall not include the number of shares of Purchaser Common Stock that are subject to the Assumed Options, (iv) the adoption and approval of an employee stock purchase plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “ESPP”), (v) the appointment, and designation of classes, of the members of the Post-Closing Purchaser Board, and appointment of the members of any committees thereof, in each case in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. (ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from holders of Company Stock to vote, at a special meeting of holders of Company Stock to be called and held for such purpose (the “Company Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Company Preferred Stock Exchange, by the holders of Company Stock in accordance with the Company’s Organizational Documents and the DCGL, and (ii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (ii), collectively, the “Company Stockholder Approval Matters”), and (iii) the adjournment of the Company Special Meeting, if necessary or desirable in the reasonable determination of Company. If on the date for which the Company Special Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Stockholder Approval, whether or not a quorum is present, the Company may, and shall do so if requested by Purchaser, make one or more successive postponements or adjournments of the Company Special Meeting. If a Company Board Recommendation Change is made, Purchaser shall take all actions necessary to amend the Registration Statement to disclose such Company Board Recommendation Change. (b) In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser Organizational Documents, the Company Organizational Documents, the BCA, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser and the Company shall provide the respective counsel of the other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto (c) Each of Purchaser and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting, the Redemption and the Company Special Meeting. Each of Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and Purchaser in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to Purchaser stockholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (d) To the extent that any opinions relating to the Tax treatment of the Merger are required in connection with the Registration Statement, the Company shall use commercially reasonable efforts to cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”), to deliver its opinion to the Company, and Purchaser shall use commercially reasonable efforts to cause EGS to deliver its opinion to Purchaser. (e) In connection with the opinions relating to the Tax treatment of the Merger required to be delivered in connection with the Registration Statement, upon the request of EGS and/or WSGR, officers of each of the Company and Purchaser shall use commercially reasonable efforts to deliver to EGS and WSGR, as applicable, certificates, dated as of the necessary date for the Registration Statement, signed by such number officer of shares the Company or Purchaser, as applicable, containing customary representations in connection with such opinions. (f) Purchaser and the Company, with the assistance of Apple Common Stock at the IPO Price (which need not be set forth in other Parties, shall promptly respond to any SEC comments on the Registration Statement when it becomes effective under the Securities Act) as and shall yield aggregate cash proceeds otherwise use its commercially reasonable efforts to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in cause the Registration Statement when it becomes effective to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, the Redemption and the Company Special Meeting promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the Securities Actcircumstances to review and comment on any proposed written or material oral responses to such comments. (g) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements As soon as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which practicable following the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple “clearing” comments from the IPO SEC and becoming effective, Purchaser and the Other Financing SourcesCompany shall distribute the Registration Statement to Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, the Purchaser shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; BCA for a date as promptly as practicable, but in no event later than thirty (B30) no stop order suspending days, following the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC Company shall not have initiated or threatened to initiate Litigation call the Company Special Meeting in accordance with the DGCL for that purpose; a date as promptly as practicable, but in no event later than thirty (30) days, following the effectiveness of the Registration Statement. (h) Purchaser shall comply with all applicable Laws, any applicable rules and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreementregulations of Nasdaq, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth Purchaser’s Organizational Documents and this Agreement in the Underwriting Agreementpreparation, such number filing and distribution of shares of Apple Common Stock covered by the Registration Statement asStatement, when multiplied by any solicitation of proxies thereunder, the price per share calling and holding of Apple Common Stock to be paid by the Underwriter to Apple pursuant to Purchaser Special Meeting and the Underwriting AgreementRedemption. (i) The Company shall comply with all applicable Laws, shall equal at least any applicable rules and regulations of Nasdaq, the Minimum Cash AmountCompany’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Company Special Meeting.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration which Registration Statement shall also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser’s stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares of capital stock in connection with the Common Stock Financing and/or any Transaction Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq; (ii) the adoption and approval of the Amended Purchaser Charter; (iii) the adoption and approval of (A) The Registration Statementa new equity incentive plan (the “Incentive Plan”), as amended pursuant to cover which the offering, issuance and sale by Apple of such Purchaser shall issue up to a number of shares equal to six percent (6%) of Apple Common Stock at the IPO Price shares issued as the Merger Consideration, and (B) a new management performance plan (the “Management Performance Plan”), pursuant to which need not the Purchaser shall issue up to a number of shares equal to eight percent (8%) of the shares issued as the Merger Consideration to certain members of Purchaser or Target Company management should certain milestones provided therein be set forth met within five (5) years after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. Purchaser shall include the Purchaser Board Recommendation in the Proxy Statement. The Purchaser shall be entitled to postpone or adjourn the Purchaser Special Meeting solely to the extent necessary (a “Purchaser Meeting Change”): (i) to comply with applicable Law (including, for the avoidance of doubt, any postponement or adjournment required in the event that the Purchaser learns that any inaccurate or misleading information has been included in the Registration Statement when it becomes effective under or any material information has been omitted from the Securities ActRegistration Statement), (ii) to ensure that any supplement or amendment to the Proxy Statement that Purchaser has determined in good faith is required by applicable Law is disclosed to Purchaser’s stockholders and for such supplement or amendment to be promptly disseminated to Purchaser’s stockholders with sufficient time prior to the Purchaser Special Meeting for Purchaser stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least time for which the amount Purchaser Special Meeting is originally scheduled (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Proxy Statement), there are insufficient Purchaser Securities represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Purchaser Special Meeting; (iv) if, as of the time for which the Purchaser Special Meeting is originally scheduled (rather in person, virtually or by proxy), any material consents required from Governmental Authorities or other third parties in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents have not been obtained and are not reasonably expected to be obtained prior to the Closing; or (v) in order to seek withdrawals from redemption requests if a number of shares of Purchaser Class A Common Stock have been elected to be redeemed by the holders thereof such that Purchaser reasonably expects that the condition set forth in Section 6.2(d) will not be satisfied at the Closing; provided that, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), except for any postponement or adjournment for the reasons specified in clauses (i), (iii) or (v), the Purchaser may only be entitled to two (2) Purchaser Meeting Changes (excluding any postponements or adjournments required by applicable Law), and the Purchaser Special Meeting may not be adjourned or postponed to a date that is more than fifteen (15) days after the date for which the Purchaser Special Meeting was originally scheduled (excluding any postponements or adjournments mandated by applicable Law) without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) and provided it is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment pursuant to clauses (ii) or (iii), the Purchaser Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. In connection with the Registration Statement, the Purchaser shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective and any amendment or supplement thereto and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto with the Company prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act) (, the "Other Financing Sources") to enable Apple to pay or otherwise deliver on Exchange Act and other applicable Laws in connection with the IPO Closing Date (1) Registration Statement, the total cash portion Purchaser Special Meeting and the Redemption. Each of the Acquisition Consideration then Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to be delivered pursuant to Section 2.04the Company, (2) the total cash portion Purchaser and their respective Representatives in connection with the drafting of the consideration then to be delivered pursuant public filings with respect to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby by this Agreement, including the Registration Statement, and (3) responding in a timely manner to comments from the total amount of Indebtedness of the Founding Companies and Apple which SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement discloses at (and other related materials) if and to the time it becomes effective extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser shall amend or supplement the Registration Statement as agreed upon by the Company (such agreement not to be unreasonably withheld, conditioned or delayed) and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) The Purchaser, with the assistance of the other Parties, shall promptly as agreed upon by the Company (such agreement not to be unreasonably withheld, conditioned or delayed) respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the Securities Act will be repaid circumstances to review and comment on any proposed written or material oral responses to such comments and give reasonable and good faith consideration to any comments made by the IPO Closing Date with proceeds received by Apple Company. (d) As soon as practicable following the Registration Statement “clearing” comments from the IPO SEC and becoming effective, and in any event within ten (10) Business Days of such finalization and effectiveness, the Other Financing SourcesPurchaser shall distribute the Proxy Statement to the Purchaser’s stockholders, and, pursuant thereto, shall have been declared effective under call the Securities Act by Purchaser Special Meeting in accordance with the SEC; DGCL for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) The Purchaser shall have been issued by comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SECPurchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountRedemption.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the SPAC shall prepare, with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of AB PubCo Common Shares (x) to be issued under this Agreement as the Shareholder Amalgamation Consideration and (y) the replacement AB PubCo Securities issued in the SPAC Continuance, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders for the matters to be acted upon at the SPAC Special Meeting and providing the SPAC Public Shareholders an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the SPAC Continuance and the Amalgamation (and, to the extent required, the issuance of any shares in connection with the Debenture Financing), by the SPAC Shareholders in accordance with the SPAC’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the Stock Exchange, (ii) the effecting of the SPAC Continuance, including the adoption of AB PubCo Organizational Documents, (iii) the adoption of the A&R AB PubCo Organizational Documents, (iv) the change of name of AB PubCo in connection with the Amalgamation, (v) the adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and the SPAC, and which will provide for awards for a number of AB PubCo Common Shares equal to ten percent (10%) of the aggregate number of AB PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect to the Redemption and assuming full exercise of the Converted Options), (vi) the release of fifty percent (50%) of the Founder Shares (as defined in the A&R Sponsor Agreement) from the lock-up restrictions applicable thereto, (vii) such other matters as the Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Arrangement, the Amalgamation and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of AB PubCo to match the authorized share capital of Amalco Sub) (the approvals described in foregoing clauses (i) through (vii), collectively, the “SPAC Shareholder Approval Matters”), and (viii) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting. In connection with the Registration Statement, the SPAC will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the Stock Exchange. The SPAC and the Company and their respective counsel shall cooperate and provide one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and any comments timely made in good faith shall be considered. The Company and the SPAC shall each provide the other with such information concerning the Company, the SPAC and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company or the SPAC, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The SPAC shall take all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Special Meeting and the Redemption. Each of the SPAC and the Company shall make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to cover be filed with the offeringSEC and to be disseminated to the SPAC Shareholders, issuance in each case as and sale to the extent required by Apple applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed. (c) The SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such number of shares of Apple Common Stock at comments and shall give the IPO Price Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances. (which need not be set forth d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the SPAC shall distribute the proxy statement/prospectus contained in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if anySPAC Shareholders and the Company Shareholders, and as set forth pursuant thereto, shall call the SPAC Special Meeting in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under accordance with the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; for a date no later than thirty (B30) no stop order suspending days following the effectiveness of the Registration Statement Statement. (e) The SPAC shall have been issued by comply with all applicable Laws, any applicable rules and regulations of the SECStock Exchange, the SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Special Meeting and the Redemption. (f) All Expenses of, related to and incurred in connection with the preparation, filing, processing, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number approval of shares of Apple Common Stock covered by the Registration Statement asincluding, when multiplied by but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and other filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the price per share of Apple Common Stock to Company and shall be promptly paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash AmountCompany as incurred.