Common use of The Registration Statement Clause in Contracts

The Registration Statement. (a) 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 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 a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, 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 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 be unreasonably withheld, delayed or 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 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 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 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 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 of this Agreement and SPAC’s Organizational Documents. (e) SPAC 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. 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 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 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 such SPAC Shareholder Meeting. (g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, 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 SPAC, Pubco and Pubco the Company 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 applicable Effective TimeTimes, 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 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)in the event that the Closing occurs. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at a general meeting of SPAC Shareholders 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 NYSENasdaq, (ii) to the extent required by the NYSENasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities SPAC Securities in connection with any 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 reasonably agreed to by the Company and SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 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 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) 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 may, subject to the SPAC Charter and the Cayman Islands Companies Act, make one or more successive postponements or or, with the consent of the SPAC Shareholder Meeting, adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsMeeting. 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 Documentsthe SPAC Charter, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq. 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 be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC and Pubco with such information concerning the LLP 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. (dc) 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, 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 be filed with the SEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Shareholders Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documentsthe SPAC Charter. (ed) SPAC 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. 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 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). (fe) 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 SPAC’s shareholders and, pursuant thereto, shall 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 such SPAC Shareholder Meeting. (gf) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, 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 Following the date of this Agreement, SPAC, Pubco and the Company shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance completion of the Company Company’s and Pubco’s audited financial statements described in Section ‎8.4(a), file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco 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 Company Holders at 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 Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Extraordinary General Meeting”), in favor of resolutions approving (i) 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 this Agreement and the Transactions (includingincluding the SPAC Merger, the Conversion, the adoption and approval of the Conversion Organizational Documents and, to the extent required, the issuance of any securities shares in connection with the 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) as a Business Combination, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Actas a special resolution, 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 SharesMerger, (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 equity incentive plan for Pubco in a form mutually satisfactory to be mutually agreed by SPAC and the Company, each acting reasonably Company (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Ordinary Shares Stock equal to a percentage ten percent (10%) of the aggregate number of shares of Pubco Ordinary Shares Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (after giving effect to the effectiveness of Redemption), as further set forth in the Registration Statement by Incentive Plan (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantShareholder Approval Matters”), (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 ‎8.15 hereof, (viv) 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 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”)Transactions, and (viivi) as an ordinary resolution, the adjournment of the SPAC Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and Nasdaq. If on the date for which the SPAC Shareholder 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 not a quorum is present, SPAC may make one or more successive postponements or adjournments adjournments, or with the consent of a majority of the SPAC Shareholder Shareholders present at the Extraordinary General Meeting in accordance with SPAC’s Organizational DocumentsSection ‎8.11(d) and subject to applicable Law and the SPAC Memorandum and Articles. In connection with the Registration Statement, SPAC SPAC, Pubco and Pubco shall the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documentsthe SPAC Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq. 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 be unreasonably withheld, delayed or conditioned). (c) . The Company and the Seller shall provide SPAC and Pubco with such information concerning the LLP Companies Company, the Seller and their equity holdersrespective equityholders, officers, directors, members, managers, 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. (db) SPAC SPAC, Pubco and Pubco the Company 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 SPAC Shareholder Extraordinary General 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 SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, 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 SPAC, Pubco and Pubco 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 SPAC Shareholders Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documentsthe SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (ec) SPAC SPAC, Pubco and Pubcothe 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. 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 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). (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and Pubco shall distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall promptly call and convene the Extraordinary General Meeting. SPAC shall, through the SPAC Board, subject to Section ‎8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Meeting 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 ‎8.11(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 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 SPAC 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 Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have 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 Cayman Islands Companies Act for a date no later than thirty foregoing sub-clause (30) days following B), the effectiveness 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 Registration Statementfive (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall use its reasonable efforts to mean any material and negative event after the date of this Agreement that (i) solicit from was not known and was not reasonably foreseeable to the SPAC Shareholders proxies in favor Board as of the Required date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Shareholder Approval Board as of the date of this Agreement), which becomes known to the SPAC Board prior to such SPAC Shareholder the Extraordinary General Meeting, and (ii) obtain 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 Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPAC’s Organizational Documents and 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 preparationprice or trading volume of SPAC Class A Ordinary Shares, filing and distribution of the Registration Statement, (D) any solicitation of proxies thereunder, the calling and holding Action filed or threatened against SPAC or any member of the SPAC Shareholder Meeting Board arising out of 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 Closing RedemptionCompany has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii) and (iii) of the definition thereof. For the avoidance of doubt, in the event that the SPAC Board does not make an Intervening Event Change in Recommendation, the SPAC Board shall still be permitted to advise SPAC Shareholders of their right to redeem in the Redemption and provide the SPAC Shareholders with a detailed explanation and rationale for such advice.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with the assistance of the Company and 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 Ordinary and the Pubco Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser 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 Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) 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 Exchange Shares and the amendment and restatement of SPAC’s Organizational DocumentsPIPE Shares), by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies BVI Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) to the extent required by the NYSEFederal Securities Laws, SPAC’s Organizational Documents or the Cayman Islands Companies BVI 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 DocumentsCharter, (ivC) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan of Pubco, which will be in a form and substance reasonably acceptable to be mutually agreed by SPAC the Company and the Company, each acting reasonably (the “Pubco Equity Plan”), Purchaser and which will provide that the total awards under such Pubco Equity Plan equity incentive plan will be a number of Pubco Ordinary Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 8.14 hereof, (viE) such other matters as the Company, Pubco and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viE), collectively, the “Shareholder Approval Matters”), and (viiF) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. (b) IfPurchaser, 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 SPAC Special Shareholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder ApprovalApproval Matters, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting in accordance with SPAC’s Organizational DocumentsMeeting. In connection with the Registration Statement, SPAC Purchaser and Pubco shall 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 SPACLaw, Purchaser’s Organizational Documents, the Cayman Islands Companies BVI Act and the rules and regulations of the SEC and the NYSENasdaq. SPAC 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 SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP 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. (dc) SPAC 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 SPAC Special Shareholder Meeting and the Closing Redemption. Each of SPACPurchaser, 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 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 has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC Purchaser and Pubco shall amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of Purchaser) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders 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 SPACPurchaser’s Organizational Documents. (ed) SPAC 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 cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special 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). (fe) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Islands Companies BVI 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 such SPAC Shareholder Meeting. (gf) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, SPACPurchaser’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 Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare prepare, with the reasonable assistance of the Company Company, on behalf of itself and on behalf of the Targets (upon Targets’ consent), and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, 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 Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares 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 “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (includingand, to the extent required, the issuance of any securities shares in any Transaction connection with the 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by adoption of the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance Second Amended and Restated Certificate of any securities Incorporation of Purchaser 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 SharesMerger, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, the adoption and approval name of the Amended Pubco Organizational DocumentsPurchaser in connection with the Merger, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan, in a form reasonably acceptable to be mutually agreed by SPAC the Company and the Company, each acting reasonably Purchaser (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage (a) ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantRedemption), plus (vb) the appointment number of shares of Purchaser Common Stock underlying the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereofConverted Stock Options, (vi) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC and Pubco 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 SPAC Purchaser shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Companies Company and the Targets and their equity holdersprospective 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. (db) SPAC and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPAC, Pubco 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, Pubco, SPAC Purchaser and their respective 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 responding 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. SPAC and Pubco 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 SPAC Shareholders Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents. (e) SPAC and Pubco; provided, 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. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral commentshowever, 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 circumstances to review and comment on any proposed written or material oral responses to such comments, and SPAC Purchaser shall not provide any such responses to amend or supplement the SEC Proxy Statement without first obtaining the prior written consent of the Company (which shall Company, not to be unreasonably withheld, delayed conditioned, or conditioned)delayed. (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 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 such SPAC Shareholder Meeting. (g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, 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 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 prepare with the assistance of the Company and file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Company Holders pursuant to the Effective TimeMergers, which Registration Statement will shall 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 the Purchaser’s shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders the Purchaser’s shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (includingand, to the extent required, the issuance of any securities shares in connection with any Transaction Financing), including ) and 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 Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (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, (iviii) the adoption and approval of a new Equity Incentive Plan equity incentive plan for Pubco Pubco, in a form and substance to be mutually agreed by SPAC the Purchaser and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed Company prior to the effectiveness of the Registration Statement by SPAC Statement, and the Company after review which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the Compensation Report aggregate number of shares of Pubco Common Stock issued and consultation with outstanding immediately after the Compensation ConsultantClosing (after giving effect to the Closing Redemption), (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.16 hereof, and (viv) such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Purchaser Shareholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) 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 SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC the Purchaser and Pubco shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider in good faith any such comments. The Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Companies 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. (db) SPAC The Purchaser, Pubco and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACthe 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, SPAC 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. SPAC The Purchaser and Pubco 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 SPAC Shareholders 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 SPACthe Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed). (ec) SPAC Each of Pubco and Pubcothe Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC 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 SPACthe Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 SPAC the Purchaser shall not provide consider in good faith any such responses 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 first obtaining the prior written consent of the Company (which shall such consent not to be unreasonably withheld, delayed conditions or conditioneddelayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC the Purchaser and Pubco shall distribute soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall (i) cause the Proxy Statement to SPAC Shareholders andbe disseminated to the Purchaser’s shareholders in compliance with applicable Law, pursuant thereto(ii) duly (1) give notice of and (2) convene and hold the Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents and Nasdaq listing rules, shall 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 SPAC Shareholder Purchaser 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, 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 such SPAC Shareholder Meeting. (ge) SPAC The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the NYSE, SPACPurchaser’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 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 Pubco Common Stock issuable in accordance with this Agreement, including the Mergers, to be approved for listing on Nasdaq (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time.

The Registration Statement. (a) As promptly as practicable after the date hereof, the SPAC and Pubco shall prepare prepare, with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities AB PubCo Common Shares (x) to be issued under this Agreement pursuant to as the Mergers to Shareholder Amalgamation Consideration and (y) the holders of replacement AB PubCo Securities issued in the SPAC Securities and Companies Securities as of immediately prior to the Effective TimeContinuance, 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 the SPAC Shareholders for the matters to be acted upon at the SPAC Shareholder 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 Class A Ordinary Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at a an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the SPAC Continuance and the Amalgamation (includingand, to the extent required, the issuance of any securities shares in any Transaction connection with the Debenture Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of by the SPAC Plan of Merger, Shareholders in accordance with 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 DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the NYSEStock Exchange, (ii) to the extent required by effecting of the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction FinancingSPAC Continuance, including the adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesAB PubCo Organizational Documents, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco 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 for Pubco equity incentive plan, in a form reasonably acceptable to be mutually agreed by SPAC the Company and the CompanySPAC, each acting reasonably (the “Pubco Equity Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary AB PubCo Common Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary AB PubCo Common Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (calculated after giving effect to the effectiveness Redemption and assuming full exercise 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 hereofConverted 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, Pubco Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law 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 (vivii), collectively, the “SPAC Shareholder Approval Matters”), and (viiviii) the adjournment of the SPAC Shareholder Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. (b) If, . If on the date for which the SPAC Shareholder 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 Shareholder Meeting in accordance with SPAC’s Organizational DocumentsSpecial Meeting. In connection with the Registration Statement, the SPAC and Pubco shall 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 Cayman Islands Companies Act Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the NYSEStock Exchange. The SPAC and Pubco the Company and their respective counsel shall cooperate and provide the Company (and its counsel) 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 not file each provide the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) The Company shall provide SPAC and Pubco other with such information concerning the LLP Companies Company, the SPAC and their equity holdersrespective 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. (db) The 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 Special Meeting and the Closing Redemption. Each of SPAC, Pubco 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, Pubco, 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 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 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 the SPAC Shareholders 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; 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. (ec) SPAC and PubcoThe SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The 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 the SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Special Meeting and the Closing 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 SPAC shall not provide consider any such responses to comments timely made in good faith under the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)circumstances. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the SPAC and Pubco shall distribute the proxy statement/prospectus contained in the Registration Statement to the SPAC Shareholders andand the Company Shareholders, and pursuant thereto, shall call the SPAC Shareholder Special Meeting in accordance with the Cayman Islands Companies Securities 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 such SPAC Shareholder Meeting. (ge) The SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSEStock 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 Shareholder Special Meeting and the Closing Redemption. (f) All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of the Registration Statement including, 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 Company and shall be promptly paid by the Company as incurred.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company 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”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to shareholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimePurchaser, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting (as defined below) and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, without limitation, the Second Merger and, to the extent required, the issuance of any securities in any Transaction Financingthe Company Merger Consideration), 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 Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) 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 approval and approval authorization of the issuance Second Merger Plan of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesMerger, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (ivC) the adoption and approval of a new Equity Incentive Plan for equity incentive plan of Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Incentive Plan”), which will be substantially in the form set out in Exhibit G attached hereto and which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to a percentage seven percent (7%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC Closing and the Company after review of the Compensation Report and consultation with the Compensation Consultantshall include a customary evergreen provision, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 7.14 hereof, (viE) to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viF), collectively, the “Purchaser Shareholder Approval Matters”), and (viiG) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of SPACCompany and Purchaser. (b) IfPubco, on Purchaser and the date for which Company each shall use their reasonable best efforts to (i) cause the SPAC Shareholder Meeting is scheduledProxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, SPAC has not (ii) respond as promptly as reasonably practicable to and resolve all comments received proxies representing a sufficient number of shares to obtain from the Required SPAC Shareholder Approval, whether SEC concerning the Proxy Statement 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 counseliii) with a reasonable opportunity to review and comment on cause the Registration Statement and any amendment or supplement thereto prior to filing be declared effective under the same with Securities Act as promptly as practicable, (iv) to keep the SECRegistration Statement effective as long as is necessary to consummate the Mergers, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (cv) 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 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 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 Special Shareholder Meeting and the Closing 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 SPACPurchaser 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 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 shallis 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. (c) 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 Special Shareholder Meeting of Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to Purchaser (with respect to Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, SPAC and their respective Representatives in connection with the drafting of the public filings First Merger Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including 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, and responding in a timely manner to comments from Purchaser or the SECCompany (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. SPAC Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and cause Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC in each case as and to be disseminated to SPAC Shareholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACPurchaser’s Organizational Documents. (ed) SPAC Purchaser, Pubco and Pubcothe Company each will advise the other, with promptly after they receive notice thereof, of any request by the assistance SEC for amendment of the other Parties, shall promptly respond to any SEC comments on Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use their commercially reasonable efforts cooperate and mutually agree upon (such agreement not to cause the Registration Statement be unreasonably withheld, conditioned or delayed) any response to “clear” comments from of the SEC and become effectivewith respect to the Proxy Statement. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments comments. (e) Any filing of, or amendment or supplement to, the Registration Statement will be mutually prepared and agreed upon by Purchaser, Pubco and the Company. Pubco and the Company will advise Purchaser, and Purchaser will advise Pubco and the Company, as applicable, promptly after receiving 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, of the suspension of the qualification of Pubco Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, and shall give the Company provide each other with a reasonable opportunity under the circumstances to review provide comments and comment on any proposed written or material oral responses amendments to such comments, and SPAC shall not provide any such responses filing. Purchaser and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)Registration Statement and any amendments filed in response thereto. (f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the SPAC Special Shareholder Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Islands Companies Act as promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement, Statement for the purpose of voting on the Purchaser Shareholder Approval Matters and shall use its reasonable efforts to obtaining the Required Shareholder Approval (ias defined below) solicit from (including any adjournment or postponement of such meeting for the SPAC Shareholders purpose of soliciting additional proxies in favor of the Required SPAC 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 prior 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 the Purchaser’s Organizational Documents. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such SPAC Shareholder Meeting, 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 approval of the Purchaser 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 Required SPAC Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval at Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such SPAC Shareholder Meeting. (g) SPAC additional periods of time that may be mutually agreed upon between Purchaser and Pubco the Company. Purchaser shall comply with all applicable Laws, any applicable rules and regulations use its best efforts to obtain the approval of the NYSEPurchaser Shareholder Approval Matters, SPAC’s Organizational Documents and this Agreement including by soliciting from its shareholders proxies as promptly as possible in the preparation, filing and distribution favor of the Registration StatementPurchaser Shareholder Approval Matters, any solicitation and shall take all other action necessary or advisable to secure the required vote or consent of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the Closing Redemptionits shareholders.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Securities shares of Purchaser Common Stock to be issued under this Agreement pursuant to as Merger Consideration and (y) the Mergers to Purchaser Securities deemed reissued in the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeDomestication, 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 Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a general meeting of SPAC Shareholders the Purchaser to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions (the “Purchaser Board Recommendation”) approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (including, ii) to the extent requiredrequired by Nasdaq, 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 SPACPurchaser’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 ActDCGL, the issuance of any securities shares in connection with any Transaction Financingthe PIPE Investment, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Purchaser Class A Ordinary SharesShares (or Purchaser Common Stock after the Domestication), (iii) to the extent required to be approved by holders effecting of SPAC Ordinary Sharesthe Domestication, including the adoption and approval of the Amended Pubco Domestication Organizational Documents, (iv) the adoption and approval of the Amended Purchaser Organizational Documents, (v) adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan in a 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 mutually agreed unreasonably withheld, conditioned or delayed by SPAC and either the Purchaser or the Company, each acting reasonably as applicable)) (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (for the avoidance of doubt, with such percentage to be agreed prior after giving effect to the effectiveness 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 by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultantor in correspondence related thereto, (vvii) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.17 hereof, (viviii) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viviii), collectively, the “Purchaser Shareholder Approval Matters”), and (viiix) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) Ifthe 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 the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Any filing of, or amendment or supplement to, the NYSE. SPAC and Pubco shall cooperate and provide Registration Statement or the Proxy Statement will be provided by the Purchaser to the Company (and its counsel) for review, and the Purchaser shall give due consideration to any comments of the Company. The Purchaser and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with a reasonable opportunity respect to review and comment on the Registration Statement and or the Proxy Statement, of the suspension of the qualification of the Purchaser Common Stock to be issued in connection with this Agreement for offering or sale in any amendment jurisdiction or supplement thereto prior to filing the same with the SEC, and SPAC shall not file the same with of any request by the SEC without first obtaining the prior written consent 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 (which shall such agreement not to be unreasonably withheld, delayed or conditioned). (c) , any response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. The Company shall provide SPAC and Pubco the Purchaser with such information concerning the LLP Target Companies and their equity holdersrespective 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 . Each of the Company and the Purchaser shall be true use commercially reasonable efforts to ensure that none of the information related to it or any of its Representatives and correct and not supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, at the time the Registration Statement or the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were are made, not materially 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 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) SPAC and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPAC, Pubco 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, Pubco, SPAC Company and 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. SPAC and Pubco 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 SPAC Shareholders 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 SPACthe Purchaser’s Organizational Documents. (e) SPAC The Purchaser and Pubcothe Company shall 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 (the “Tax Representation Letter”). The Tax Representation Letters shall be dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the filing of the Registration Statement. (f) The Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 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). (fg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco the Purchaser shall distribute the Registration Statement to SPAC Shareholders the Purchaser’s shareholders and the Company Stockholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser 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, 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 such SPAC Shareholder Meeting. (gh) SPAC and Pubco The Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the NYSE, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Company Security Holders pursuant to the Effective TimeMergers, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers (includingand, to the extent required, the issuance of any securities shares in any Transaction Financingconnection with the PIPE Investment), 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DGCL and the rules and regulations of the SEC and the NYSENasdaq, (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 equity incentive plan for Pubco in a form to be mutually agreed by SPAC between the Purchaser and the Company, each acting reasonably which agreement shall not be unreasonably withheld, conditioned or delayed (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Ordinary Shares Common Stock equal to a percentage seven and one-half percent (7.5%) of the aggregate number of shares of Pubco Ordinary Shares Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement Redemption), which plan shall have been approved and adopted by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantPubco, (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 5.16 hereof, (viv) such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in the foregoing clauses (i) through (viv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, the Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting Purchaser Special Meeting. Purchaser will take, in accordance with SPAC’s applicable Law, Nasdaq rules and the Organizational DocumentsDocuments 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, SPAC the Purchaser and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC the Purchaser and Pubco with such information concerning the LLP Target Companies and their equity holdersshareholders, 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. (db) SPAC 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACPurchaser, 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, Pubcothe Purchaser, SPAC 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. SPAC The 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 SPAC Shareholders Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents. (ec) SPAC Each of the 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 its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC 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 SPACthe Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 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). (fd) 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 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 such SPAC Shareholder Meeting. (g) SPAC The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the NYSE, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after Following the date hereofof this Agreement, SPAC and Pubco shall prepare with the reasonable assistance of the Company and 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 F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Securities Stock to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities Class A Ordinary Shares and Companies Securities as to the holders of immediately prior to Company Interests at 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 Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder 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, (including, to the extent requiredii) as a special resolution, 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 SPAC Merger and authorization of SPAC’s entry into 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 as an ordinary resolution (or if required by applicable Law or the extent required to be approved by holders of SPAC Ordinary SharesMemorandum and Articles, the adoption and approval of the Amended Pubco Organizational Documents, (ivas a special resolution) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Sellers, 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 (viiii), collectively, the “SPAC Shareholder Approval Matters”), (iv) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiv) as an ordinary resolution, the adjournment of the SPAC Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, 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 SPAC Shareholder 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 not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Shareholder Extraordinary General Meeting in accordance with SPAC’s Organizational DocumentsSection 8.11(d). In connection with the Registration Statement, SPAC and Pubco shall will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documentsthe SPAC Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company Sellers (and its 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, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) . The Company and the Sellers shall provide SPAC and Pubco with such information concerning the LLP Companies Company, the Sellers and their equity holdersrespective 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. (db) 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 SPAC Shareholder Extraordinary General 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 SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, 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 the SPAC Shareholders 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 Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC’s Organizational Documents, which consent shall not to be unreasonably withheld, conditioned or delayed. (ec) SPAC 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. SPAC and Pubco shall provide the Company Sellers with copies of any written comments, and shall inform the Company 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 SPAC Shareholder Extraordinary General Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company Sellers and their respective Representatives 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 including to the SEC without first obtaining extent possible, participation by the prior written consent of Sellers or their counsel in discussions with the Company (which shall not be unreasonably withheld, delayed or conditioned)SEC. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and Pubco shall distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the SPAC Shareholder Extraordinary General 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. SPAC shall, through the SPAC Board, subject to Section 8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and shall use its reasonable efforts to include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. (i) solicit from Subject to Section 8.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders proxies that they vote in favor of the Required 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 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 Shareholder (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 SPAC 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 Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have 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 other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any material and negative event after the date of this Agreement that (i) was not known and was not reasonably foreseeable to the 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) obtain 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 Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPAC’s Organizational Documents and 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 preparationprice or trading volume of SPAC Class A Ordinary Shares, filing and distribution of the Registration Statement, (D) any solicitation of proxies thereunder, the calling and holding Action filed or threatened against SPAC or any member of the SPAC Shareholder Meeting Board arising out of 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 Closing RedemptionCompany has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the definition 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 still be permitted to advise SPAC Shareholders of their right to redeem in the Redemption and provide the SPAC Shareholders with a detailed explanation and rationale for such advice.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare prepare, with the reasonable assistance of the Company Company, on behalf of itself and on behalf of the Targets (upon Targets’ consent), and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, 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 Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares 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 “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (includingand, to the extent required, the issuance of any securities shares in any Transaction connection with the 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by adoption of the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance Second Amended and Restated Certificate of any securities Incorporation of Purchaser 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 SharesMergers, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, the adoption and approval name of the Amended Pubco Organizational DocumentsPurchaser in connection with the Mergers, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan, in a form reasonably acceptable to be mutually agreed by SPAC the Company and the Company, each acting reasonably Purchaser (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage (a) ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantRedemption), plus (vb) the appointment number of shares of Purchaser Common Stock underlying the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereofConverted Stock Options, (vi) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Parent Stockholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Parent Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC and Pubco 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 SPAC Purchaser shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Companies Company and the Targets and their equity holdersprospective 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. (db) SPAC and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPAC, Pubco 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, Pubco, SPAC Purchaser and their respective 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 responding 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. SPAC and Pubco 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 SPAC Shareholders Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed. (ec) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Purchaser Special Meeting and the Closing 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 SPAC the Purchaser shall not provide consider any such responses to comments timely made in good faith under the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)circumstances. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco Purchaser shall distribute the Registration Statement to SPAC Shareholders Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Securities 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 such SPAC Shareholder Meeting. (ge) SPAC and Pubco Purchaser shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco Holdco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities required shares and Companies Securities as of immediately prior to the Effective Timewarrants, 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 Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, law, 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 DocumentsPurchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco Target Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viiv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Securities Act, law, and the rules and regulations of the SEC and the NYSE. SPAC and Pubco 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 SPAC Purchaser shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider any such comments timely made in good faith. The Target Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Target Companies and their equity holdersstockholders, 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. (db) SPAC Purchaser and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACPurchaser, Pubco 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, PubcoPurchaser and Holdco and, SPAC 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. SPAC Purchaser and Pubco Holdco 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 Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances. (ec) SPAC Purchaser and PubcoHoldco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Purchaser Special Meeting and the Closing 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 SPAC the Purchaser shall not provide consider any such responses to comments timely made in good faith under the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)circumstances. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco Purchaser shall distribute the Registration Statement to SPAC Shareholders Purchaser’s stockholders and the Target Company Shareholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Securities 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 such SPAC Shareholder Meeting. (ge) SPAC Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPACPurchaser’s and Holdco’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 Purchaser Special Meeting and the Closing Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the 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 use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than October 1, 2023 and in any event shall procure the delivery 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 required.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the assistance assistance, cooperation and best efforts of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Sellers pursuant to the Effective TimeMergers, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s the Purchaser Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholder’s to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser’s shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to Ancillary Document and the extent required, the issuance of any securities in any Transaction Financing)transactions contemplated hereby or thereby, 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 Mergers and the amendment and restatement of SPAC’s Organizational DocumentsConversion, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, DGCL 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 effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesConversion, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Conversion Organizational Documents, (iv) the adoption appointment, and approval designation of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Companyclasses, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.15 5.16 hereof, (viv) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Purchaser Shareholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Extraordinary General Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Extraordinary General Meeting. In connection with the Registration Statement, SPAC Purchaser and Pubco shall 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 SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSE. SPAC 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 SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC Purchaser and Pubco with such information concerning the LLP Target Companies and their equity holdersstockholders, 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. (db) SPAC 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 SPAC Shareholder Purchaser Extraordinary General Meeting and the Closing Redemption. Each of SPACPurchaser, 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, PubcoPurchaser, SPAC 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. SPAC 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 SPAC Shareholders 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 SPACPurchaser’s Organizational Documents. (ec) SPAC Each of 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 its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Purchaser Extraordinary General 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). (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders Purchaser’s shareholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Extraordinary General Meeting in accordance with the Purchaser Organizational Documents and 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 such SPAC Shareholder Meeting. (ge) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPAC’s the Purchaser 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 Purchaser Extraordinary General Meeting and the Closing Redemption. (f) In connection with the Registration Statement, each of Purchaser and the Company shall, if requested in writing by BTIG as Purchaser’s capital markets advisor in connection with the Transaction, or any other financial advisor of Purchaser with the prior approval of Purchaser, cause the Purchaser’s and the Company’s respective independent registered public accounting firm(s) and counsel(s) to 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 substance reasonably satisfactory to BTIG or such other financial advisor.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco Holdco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities required shares and Companies Securities as of immediately prior to the Effective Timewarrants, 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 Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, law, and the rules and regulations of the SEC and the NYSENasdaq, (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 DocumentsPurchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viiii) such other matters as the Company, Pubco Target Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viiii), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viiiv) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Securities Act, law, and the rules and regulations of the SEC and the NYSENasdaq. SPAC and Pubco 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 SPAC Purchaser shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider any such comments timely made in good faith. The Target Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Target Companies and their equity holdersstockholders, 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. (db) SPAC Purchaser and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACPurchaser, Pubco 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, PubcoPurchaser and Holdco and, SPAC after the Closing, the Purchaser, and their 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. SPAC Purchaser and Pubco Holdco 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 Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances. (ec) SPAC Purchaser and PubcoHoldco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Purchaser Special Meeting and the Closing 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 SPAC the Purchaser shall not provide consider any such responses to comments timely made in good faith under the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)circumstances. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco Purchaser shall distribute the Registration Statement to SPAC Shareholders Purchaser’s stockholders and the Target Company Shareholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Securities 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 such SPAC Shareholder Meeting. (ge) SPAC Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, SPACPurchaser’s and Holdco’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 Purchaser Special Meeting and the Closing Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the 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 use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than February 28, 2024 and in any event shall procure the delivery 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 required.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser, Pubco and Pubco the Company shall prepare with the assistance reasonable assistance, cooperation and reasonable best efforts of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Securities Common Stock to be issued under this Agreement to the holders of Purchaser Ordinary Shares and to the Sellers pursuant to the Mergers to and (y) the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimePubco Public Warrants, 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 Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders the Purchaser shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement Agreement, the Ancillary Documents and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (includingand, to the extent required, the issuance of any securities shares in any connection with Transaction Financing, if any), 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 Purchaser Ordinary Shares in accordance with SPACthe Purchaser’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 authorization and approval of the issuance Purchaser Merger Plan of more than twenty percent (20%) Merger and other Purchaser Merger Documents by way of special resolution pursuant to the outstanding SPAC Class A Ordinary SharesAct, (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 equity incentive plan for Pubco in a form mutually satisfactory to be mutually agreed by SPAC the Purchaser and the Company, each acting reasonably Company (the “Pubco Incentive Plan” or “Post-Closing Equity Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Ordinary Shares Common Stock equal to a percentage twelve percent (12%) of the aggregate number of shares of Pubco Ordinary Shares Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (after giving effect to the effectiveness of Redemption), as further set forth in the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantIncentive Plan, (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 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, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law 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 SPAC Shareholder MeetingPurchaser Special Meeting to a later date or dates, if necessary or desirable in the reasonable determination of SPAC. (b) If, the Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Purchaser Special Meeting. Postponements or adjournments of the Purchaser Special Meeting in accordance with SPACfor any other reason shall require the Company’s Organizational Documentsprior written consent (not to be unreasonably withheld, conditioned or delayed). In connection with the Registration StatementStatement and any amended and supplements thereto, SPAC the Purchaser, Pubco and Pubco shall 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 SPACthe Purchaser’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 be unreasonably withheld, delayed or conditioned). (c) The Company shall promptly provide SPAC the Purchaser and Pubco with such information concerning the LLP Companies Company and their equity holdersstockholders, 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. (db) SPAC Purchaser, Pubco and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACthe 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, Pubcothe Purchaser, SPAC 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. SPAC The Purchaser, Pubco and Pubco 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 SPAC Shareholders the Purchaser shareholders and the Sellers, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents. (ec) SPAC and Each of Pubco, with the assistance of Purchaser and the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC 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 SPACthe Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 SPAC the Purchaser shall not provide consider in good faith any such responses to comments timely made under the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned)circumstances. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC (the “SEC Approval Date”), SPAC the Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders the Purchaser’s shareholders and the Sellers, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Purchaser’s Organizational Documents and the Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, Statement or as otherwise agreed upon by the Purchaser 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 such SPAC Shareholder MeetingCompany. (ge) SPAC The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser, the Company and Pubco shall prepare with the assistance of the Company 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 Securities Ordinary Shares and the Pubco Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders the Purchaser’s shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor favour of resolutions approving (iA) 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 Purchaser’s shareholders in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) 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 SharesPIPE Investment, (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 a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viC) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through to (viC), collectively, the “Shareholder Approval Matters”), and (viiD) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. (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 reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters. If, on the date for which the SPAC Special Shareholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder ApprovalApproval Matters, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting in accordance with SPAC’s Organizational DocumentsMeeting. In connection with the Registration Statement, SPAC Purchaser and Pubco shall 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 SPACLaw, Purchaser’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 be unreasonably withheld, delayed or conditioned)Nasdaq. (c) The Company shall provide SPAC and Pubco with such information concerning the LLP Companies and their equity holdersPurchaser, 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) 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 Special Shareholder Meeting and the Closing Redemption. Each of SPACPurchaser, Pubco and the Company shall, and shall cause each of its the Company Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC 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 has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC Purchaser, the Company and Pubco shall amend or supplement the Registration Statement and cause Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders 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 SPACPurchaser’s Organizational Documents. (ed) SPAC Purchaser, the Company 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 endeavours 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, 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 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). (fe) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders the Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days as soon as practicable 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 such SPAC Shareholder Meeting. (gf) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, SPACPurchaser’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 Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) 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 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 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 shareholders to vote, at a general meeting of SPAC Shareholders 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 NYSENasdaq, (ii) to the extent required by the NYSENasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities SPAC Securities in connection with any 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 a percentage eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 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 accordance with SPAC’s Organizational DocumentsMeeting. 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 NYSENasdaq. 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 be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC and Pubco with such information concerning the LLP 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. (dc) 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 be filed with the SEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Shareholders Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. (ed) SPAC 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. 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 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). (fe) 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 SPAC’s shareholders and, pursuant thereto, shall 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 such SPAC Shareholder Meeting. (gf) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, 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 Transaction, or any other financial advisor of SPAC with the prior approval of SPAC, cause the SPAC’s and Lexasure Companies’ respective independent registered public accounting firm(s) and counsel(s) to 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 written agreement with SPAC and BTIG, in form and substance reasonably acceptable to BTIG and SPAC, to assume, effective as of the Closing, all of the rights and obligations of SPAC under SPAC’s engagement letter with BTIG, dated as of November 27, 2022, as it may be amended.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco shall prepare with the reasonable assistance of the Company Sellers and the Operating Companies, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Sellers pursuant to the Effective Timethis Agreement, 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 Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC shares of Purchaser Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, 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 Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DCGL and the rules and regulations of the SEC and the NYSENasdaq, (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, (iviii) the adoption and approval of a new Equity Incentive Plan equity incentive plan for Pubco in a form to be mutually agreed approved by SPAC the Seller Representative and the Company, each acting reasonably Purchaser Representative (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares equal to a percentage of the aggregate number shares of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantCommon Stock, (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.17 hereof, and (viv) such other matters as the Company, Pubco Seller Representative and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC Purchaser and Pubco shall 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DGCL, the Federal Securities Laws and the rules and regulations of the SEC and the NYSENasdaq. SPAC Purchaser and Pubco shall cooperate and provide the Company 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, and SPAC . The Seller Representative shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) The Company shall promptly provide SPAC Purchaser and Pubco with such information concerning the LLP Target Companies and their equity holdersmembers, officers, directorsmanagers, 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 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. (db) SPAC 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each The Seller Representative shall cause the Target Companies to and each of SPACPurchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers officers, managers and employees, upon reasonable advance notice, available to the CompanySeller Representative, PubcoPurchaser, SPAC 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. SPAC 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 SPAC Shareholders Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACthe Purchaser’s Organizational Documents. (ec) SPAC Each of Pubco and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company Seller Representative with copies of any written comments, and shall inform the Company Seller Representative of any material oral comments, that SPACPurchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company Seller Representative 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). (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders Purchaser’s stockholders, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Act DGCL 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 such SPAC Shareholder Meeting. (ge) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq on which Pubco Common Stock will be listed, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the assistance assistance, cooperation and commercially reasonable efforts of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Sellers pursuant to the Effective TimeMergers, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to Ancillary Document and the extent required, the issuance of any securities in any Transaction Financing)transactions contemplated hereby or thereby, 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 DocumentsMergers, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DCGL and the rules and regulations of the SEC and the NYSENasdaq, (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 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 more than twenty 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 (2010%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding SPAC Class A Ordinary Sharesimmediately after the Closing, (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 restricted stock plan for Pubco Pubco, in a form and substance reasonably acceptable to be mutually agreed by SPAC Purchaser and the Company, each acting reasonably Company (the “Pubco Equity Restricted Stock Plan”), which will provide that provides for the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage issuance of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, Restricted Merger Consideration to Sellers holding Company Unvested PIUs in accordance with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantSection 1.9(b), (viv) the appointment appointment, and designation of classes, of the members of the Post-Closing Pubco Board Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.15 5.16 hereof, (viv) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, Purchaser. If on the date for which the SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC Purchaser and Pubco shall 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 SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC 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 SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) . The Company shall provide SPAC Purchaser and Pubco with such information concerning the LLP Companies Company and their 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. (db) SPAC 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACPurchaser, 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, PubcoPurchaser, SPAC 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. SPAC 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 SPAC Shareholders Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACPurchaser’s Organizational Documents. (ec) SPAC Each of 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 its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 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). (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, SPAC Purchaser and Pubco shall distribute the Registration Statement to SPAC Shareholders Purchaser’s stockholders and the Sellers, and, pursuant thereto, shall call the SPAC Shareholder Purchaser Special Meeting in accordance with the Cayman Islands Companies Act DGCL 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 such SPAC Shareholder Meeting. (ge) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSENasdaq, SPACPurchaser’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 Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC 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 prepare with the assistance of the Company and file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Company Holders pursuant to the Effective TimeMergers, which Registration Statement will shall 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 the Purchaser’s shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders the Purchaser’s shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (includingand, to the extent required, the issuance of any securities shares in connection with any Transaction Financing), including ) and 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 Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (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, (iviii) the adoption and approval of a new Equity Incentive Plan equity incentive plan for Pubco Pubco, in a form and substance to be mutually agreed by SPAC the Purchaser and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed Company prior to the effectiveness of the Registration Statement by SPAC Statement, and the Company after review which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the Compensation Report aggregate number of shares of Pubco Common Stock issued and consultation with outstanding immediately after the Compensation ConsultantClosing (after giving effect to the Closing Redemption), (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.16 hereof, and (viv) such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Purchaser Shareholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) 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 SPAC Shareholder Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational DocumentsPurchaser Special Meeting. In connection with the Registration Statement, SPAC 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 SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq. SPAC The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC the Purchaser and Pubco shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) consider in good faith any such comments. The Company shall provide SPAC and Pubco Purchaser with such information concerning the LLP Companies 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. (db) SPAC The Purchaser, Pubco and Pubco 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 SPAC Shareholder Purchaser Special Meeting and the Closing Redemption. Each of SPACthe 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, SPAC 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. SPAC The Purchaser and Pubco 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 SPAC Shareholders 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 SPACthe Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed). (ec) SPAC Each of Pubco and Pubcothe Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC 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 SPACthe Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder 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 SPAC the Purchaser shall not provide consider in good faith any such responses 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 first obtaining the prior written consent of the Company (which shall such consent not to be unreasonably withheld, delayed conditions or conditioneddelayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon. (fd) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC the Purchaser and Pubco shall distribute soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall (i) cause the Proxy Statement to SPAC Shareholders andbe disseminated to the Purchaser’s shareholders in compliance with applicable Law, pursuant thereto(ii) duly (1) give notice of and (2) convene and hold the Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents and Nasdaq listing rules, shall 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 SPAC Shareholder Purchaser 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, 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 such SPAC Shareholder Meeting. (ge) SPAC The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the NYSE, SPACPurchaser’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 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 Pubco Common Stock issuable in accordance with this Agreement, including the Mergers, to be approved for listing on Nasdaq (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time.