UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2022

GLOBAL SPAC PARTNERS CO.

(Exact name of registrant as specified in its charter)

2093 Philadelphia Pike #1968

Claymont, DE 19703

 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 560-4753

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

As previously reported by Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2021, Global is a party to a Business Combination Agreement, dated as of December 21, 2021 (the “Original Business Combination Agreement”), with Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”), and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Gorilla (“Merger Sub”).

Amended and Restated Business Combination Agreement

On May 18, 2022, Global, Merger Sub, Global SPAC Sponsors LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Business Combination Agreement (as defined below)) for the shareholders of Global as of immediately prior to the Effective Time (the “Global Representative”), and Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for the Gorilla shareholders as of immediately prior to the Effective Time (the “Gorilla Representative”), entered into the Amended and Restated Business Combination Agreement (the “Amended and Restated Business Combination Agreement”, and as may be further amended from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Transactions”) which amends and restates the Original Business Combination Agreement. The Amended and Restated Business Combination Agreements adds both the Global Representative and the Gorilla Representative as parties thereto.

Contingent Value Rights

The Amended and Restated Business Combination Agreement amends the Original Business Combination Agreement by providing for the additional issuance of one (1) Class A contingent value right of Gorilla (a “Class A CVR”), which shall be registered under the Securities Act of 1933, as amended (the “Securities Act”), for each outstanding Class A ordinary share, par value $0.0001 per share (“Global Class A Ordinary Share”), of Global as of the Effective Time that is not redeemed or converted in connection with the extraordinary general meeting of Global shareholders to approve the Transactions (the “Redemption”) (including the Global Class A Ordinary Shares (each a “PIPE Share”) included as part of the PIPE Subunits (as defined below)), with the holders of Global Class A Ordinary Shares that were issued in the private placement (either directly or as part of units or subunits) that Global conducted in connection with its initial public offering (the “Private Global Shares”) to agree to waive their right to receive Class A CVRs pursuant to the Insider Letter Amendment (as defined below). The Amended and Restated Business Combination Agreement also describes that pursuant to the Amended Subscription Agreements (as defined below), the PIPE Investors (as defined below) will receive for each new subunit of Global (the “PIPE Subunits”) purchased thereunder one-half (1/2) of one (1) Class B contingent value right (each whole Class B contingent right, a “Class B CVR” and the Class B CVRs collectively with the Class A CVRs, “CVRs”)), which shall not be registered under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Amended and Restated Business Combination Agreement provides that without the prior written consent of the Global Representative and PIPE Investors representing a majority of the commitments under the Subscription Agreements (if prior to the consummation of the Transactions (the “Closing”)) or holding a majority of the Class B CVRs (if after the Closing) (a “PIPE Investor Majority”), Gorilla shall not be permitted to list for trading or quotation the Class A CVRs or the Class B CVRs on Nasdaq, the New York Stock Exchange or any other major stock exchange. Pursuant to the Subscription Agreement, the Class B CVRs will be subject to transfer restrictions by the holders thereof and may not be transferred except to certain limited permitted transferees.

Each Class A CVR entitles the holder to receive from Gorilla, in the event that any Earnout Shares (as defined below) are forfeited by Gorilla shareholders in accordance with the Amended and Restated Business Combination Agreement, a pro rata portion (along with the holders of Class B CVRs with respect to Revenue Protection Shares (as defined below) only) of newly issued Gorilla ordinary shares, par value $0.0001 per share (“Gorilla Ordinary Shares”), and other securities or property in the Earnout Escrow Account (as defined below) that are forfeited by Gorilla shareholders with respect to the Earnout Shares.

Each Class B CVR entitles the holder to receive, from Gorilla in the event that any Revenue Protection Shares are forfeited by Gorilla shareholders in accordance with the Amended and Restated Business Combination Agreement, a pro rata portion (along with the holders of Class A CVRs) of newly issued Gorilla Ordinary Shares and other securities or property in the Earnout Escrow Account that are forfeited by Gorilla shareholders with respect to such Revenue Protection Shares, provided, that a Class B CVR shall not have any rights with respect to any Price Protection Shares.

At or prior to the Closing, Gorilla, the Global Representative and Continental Stock Transfer & Trust Company, as rights agent (or an alternative rights agent) will enter into a Contingent Value Rights Agreement in form and substance reasonably acceptable to Gorilla and Global.

Earnout

The Amended and Restated Business Combination Agreement also amends the Original Business Combination Agreement to provide that fourteen million (14,000,000) of Gorilla Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with any dividends or distributions or other income paid or otherwise accruing (the “Earnings”) during the time such shares are held in escrow, the “Earnout Shares”) that would have otherwise been delivered to the holders of Gorilla Ordinary Shares as of the Closing (each, a “Gorilla Shareholder”) in the pre-Closing recapitalization being conducted by Gorilla shall be placed in escrow in a segregated escrow account (the “Earnout Escrow Account”) in accordance with an escrow agreement to be entered into at or prior to the Closing by Gorilla, the Global Representative, the Gorilla Representative and Continental Stock Transfer & Trust Company, as escrow agent (or an alternative escrow agent), in form and substance reasonably acceptable to Gorilla and Global (the “Earnout Escrow Agreement”), with such Gorilla shareholders entitled to vote such shares while held in the Earnout Escrow Account, but with any Earnings being maintained in the Earnout Escrow Account and only released along with the related Earnout Shares. Any Earnout Shares that vest will be disbursed (along with related Earnings) from the Earnout Escrow Account to the Gorilla Shareholders, and any Earnout Shares that are forfeited by the Gorilla Shareholders will be disbursed (along with related Earnings) from the Earnout Escrow Account to Gorilla for cancellation, and to be reissued and redelivered to the holders of CVRs as described above. Each Gorilla Shareholder shall have the contingent right to receive their pro rata share of such Earnout Shares, based on the consolidated financial performance of Gorilla and its subsidiaries during the fiscal years ending each of December 31, 2022 and December 31, 2023 (each such calendar year, an “Earnout Year”) and the price of the Gorilla Ordinary Shares during certain specified periods prior to the date on which Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or Form 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023. The Gorilla Shareholders will be entitled to receive the Earnout Shares as follows:

2022 Earnout Shares

Each of the Gorilla Shareholders shall be entitled to receive their pro rata share of sixty percent (60%) of the Earnout Shares (along with Earnings thereon) (the “2022 Earnout Shares”) from the Earnout Escrow Account, and all of the 2022 Earnout Shares shall vest, if all of the following occur:

(a) the average twenty (20) trading day volume-weighted average price of the Gorilla Ordinary Shares (the “Average VWAP Price”) is at least equal to the price at which each Global Class A Ordinary share is redeemed or converted pursuant to the Redemption (the “Redemption Price”) during each of the twenty (20) trading day periods (each such period, a “2022 VWAP Measurement Period”) ending on the last trading day immediately prior to each of (i) September 30, 2022, (ii) December 31, 2022, (iii) the date (the “2022 Annual Report Filing Date”) on which Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or Form 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), and (iv) if the closing share price of the Gorilla Ordinary Shares falls below $5.00 per share for any five (5) consecutive trading days during the period from the Closing until the 2022 Annual Report Filing Date then the trading day immediately after such fifth (5^th) consecutive trading day;

(b) the amount of consolidated revenues of Gorilla and its subsidiaries for the fiscal year ended December 31, 2022, on a consolidated basis (including periods prior to the Closing, but excluding the revenues of Global, if any, for periods prior to the Closing), as set forth in the 2022 Annual Report and otherwise in accordance with IFRS (the “2022 Consolidated Revenue”) is at least Sixty-Five Million U.S. Dollars ($65,000,000) (the “2022 Revenue Target”); provided, however, that if after the Closing and during the fiscal year ended December 31, 2022, Gorilla or its subsidiaries acquires another business or material assets outside the ordinary course of business, then the 2022 Consolidated Revenue shall be computed without taking into consideration (i) the revenues of or generated by such acquired business or material assets or (ii) any impact such acquired business or material assets would have on the consolidated revenues of Gorilla. 2022 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the ordinary course;

(c)  Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2021 as set forth in Gorilla’s audited consolidated financial statements for the fiscal year ended December 31, 2021 (the “2022 Gross Margin Test”); and

(d) the 2022 Annual Report is filed with the SEC on or prior to March 31, 2023 (subject to the 2022 Annual Report Deadline Penalty as described below) (the “2022 Annual Report Deadline”).

2022 Price Protection

In the event that all of the tests for the 2022 Earnout Shares are not satisfied, and the Average VWAP Price is less than the Redemption Price during any of the 2022 VWAP Measurement Periods, then immediately on the first trading day after the end of such 2022 VWAP Measurement Period, Gorilla Shareholders shall forfeit and shall no longer be eligible to receive from the Earnout Escrow Account an aggregate number of Earnout Shares, whether 2022 Earnout Shares or 2023 Earnout Shares (as defined below) (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (a) (i) the total number of outstanding Global Class A Ordinary Shares as of the Effective Time (including any applicable PIPE Shares) that are not redeemed or converted in the Redemption, less the number of Private Global Shares (the “Total Applicable Global Shares”), multiplied by (ii) the Redemption Price, divided by (iii) the Average VWAP Price for such 2022 VWAP Measurement Period, minus (b) the Total Applicable Global Shares, minus (c) the number of Earnout Shares, if any, forfeited by Gorilla Shareholders for the 2022 price protection for a prior 2022 VWAP Measurement Period (the “2022 Price Protection”, and any Earnout Shares (along with Earnings thereon) that are forfeited as a result of the 2022 Price Protection are referred to as “2022 Price Protection Shares”).

2022 Gross Margin Test Penalty

In the event that all of the tests for the 2022 Earnout Shares are not satisfied, and the 2022 Gross Margin Test is not met, then immediately on the first trading day after the filing of the 2022 Annual Report with the SEC, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (the “2022 Gross Margin Test Penalty”).

2022 Annual Report Deadline Penalty

In the event that all of the tests for the 2022 Earnout Shares are not satisfied, and the 2022 Annual Report Deadline is not met and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first trading day after March 31, 2023, the Gorilla Shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares); provided, that if the failure to meet the 2022 Annual Report Deadline is primarily as a result of delays caused by changes in laws or requirements of the SEC (including staff interpretations) or the applicable trading market for the Target Ordinary Share, or changes in IFRS or interpretations thereof, then so long as Gorilla is using its best efforts to file the 2022 Annual Report with the SEC as soon as possible after March 31, 2023 (but in no event after June 30, 2023), the Gorilla Shareholders shall not forfeit their 2022 Earnout Shares, and the 2022 Annual Report Deadline shall be deemed to have been satisfied, until the earlier of June 30, 2023 or such time that Gorilla is no longer using such best efforts, as which point, the 2022 Annual Report Deadline shall be deemed to not be satisfied and the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares (as defined below)) (the “2022 Annual Report Deadline Penalty”).

2022 Revenue Protection

In the event that all of the tests for the 2022 Earnout Shares are not satisfied, and any 2022 Earnout Shares remain after giving effect to the forfeitures by Gorilla Shareholders under the 2022 Price Protection, the 2022 Gross Margin Test Penalty or the 2022 Annual Report Deadline Penalty above (such remaining 2022 Earnout Shares, the “2022 Revenue Earnout Shares”), then if:

(i)   the 2022 Consolidated Revenue is more than the 2022 Revenue Target, the 2022 Revenue Earnout Shares shall immediately become vested and deemed earned by and payable to the Gorilla Shareholders in accordance with their respective pro rata shares;

(ii) the 2022 Consolidated Revenue is less than the 2022 Revenue Target, but equal to at least Fifty-One Million Dollars ($51,000,000) (the “2022 Revenue Floor”), then the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive an aggregate number of 2022 Revenue Earnout Shares equal to (I) the difference of (x) the 2022 Consolidated Revenue minus (y) the 2022 Revenue Floor, divided by (II) the difference of (x) the 2022 Revenue Target minus (y) the 2022 Revenue Floor, multiplied by (III) the 2022 Revenue Earnout Shares, and the remaining 2022 Revenue Earnout Shares after giving effect to such forfeiture shall immediately become vested and deemed earned by and payable to the Gorilla Shareholders in accordance with their respective pro rata shares; or

(iii) the 2022 Consolidated Revenue is less than the 2022 Revenue Floor, then the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Revenue Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (the provisions of clauses (i) through (iii) above, “2022 Revenue Protection”, and any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this 2022 Revenue Protection or 2022 Gross Margin Test or the 2022 Annual Report Deadline are referred to as “2022 Revenue Protection Shares”).

2023 Earnout Shares

If there are any remaining Earnout Shares after giving effect to the forfeitures by Gorilla Shareholders under the 2022 Price Protection, 2022 Gross Margin Test Penalty, the 2022 Annual Report Deadline Penalty and the 2022 Revenue Protection above (such remaining Earnout Shares (along with Earnings thereon), the “2023 Earnout Shares”), then each of the Gorilla Shareholders shall be entitled to receive their pro rata share of the 2023 Earnout Shares from the Earnout Escrow Account, and all of the 2023 Earnout Shares shall vest, if all of the following occur:

(a) the Average VWAP Price is at least equal to the lower of (i) the lowest Average VWAP Price during the 2022 VWAP Measurement Periods and (ii) the Redemption Price during the twenty (20) trading day period (such period, the “2023 VWAP Measurement Period”) ending on the last trading day immediately prior to the date on which Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023 (the “2023 Annual Report”);

(b) the amount of consolidated revenues of Gorilla and its subsidiaries, on a consolidated basis, for the fiscal year ended December 31, 2023, as set forth in the 2023 Annual Report and otherwise in accordance with IFRS (the “2023 Consolidated Revenue”) is at least Ninety Million U.S. Dollars ($90,000,000) (the “2023 Revenue Target”); provided, however, that the 2023 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the ordinary course.

(c) Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2023 as set forth in the 2023 Annual Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report (the “2023 Gross Margin Test”); and

(d) the 2023 Annual Report is filed with the SEC on or prior to March 31, 2024 (subject to the 2023 Annual Report Deadline Penalty) (the “2023 Annual Report Deadline”).

2023 Price Protection

In the event that all of the tests for the 2023 Earnout Shares are not satisfied, and the Average VWAP Price is less than the Redemption Price during the 2023 VWAP Measurement Period, then immediately on the first Trading Day after the end of the 2023 VWAP Measurement Period, the Gorilla Shareholders shall forfeit and shall no longer be eligible to receive from the Earnout Escrow Account an aggregate number of 2023 Earnout Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the Total Applicable Global Shares, multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for the 2023 VWAP Measurement Period, minus (B) the Total Applicable Global Shares, minus (C) the number of Earnout Shares, if any, forfeited by Company shareholders under the Earnout for a 2022 VWAP Measurement Period (any 2023 Earnout Shares (along with Earnings thereon) that are forfeited as a result of this 2023 Price Protection are referred to as “2023 Price Protection Shares” and, collectively with the 2022 Price Protection Shares, the “Price Protection Shares”).

2023 Target Revenue and 2023 Gross Margin Test Penalty

In the event that all of the tests for the 2023 Earnout Shares are not satisfied, and either or both of the conditions described under 2023 Revenue Target or the 2023 Gross Margin Test are not met, then immediately on the first trading day after the filing of the 2023 Annual Report with the SEC, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (the “2023 Target Revenue and 2023 Gross Margin Test Penalty”).

2023 Annual Report Deadline Penalty

In the event that all of the tests for the 2023 Earnout Shares are not satisfied, and the 2023 Annual Report Deadline is not met and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first trading day after March 31, 2024, the Gorilla Shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares; provided, that if the failure to meet such condition in the 2023 Annual Report Deadline is primarily as a result of delays caused by changes in laws or requirements of the SEC (including staff interpretations) or the applicable trading market, or changes in IFRS or interpretations thereof, then so long as Gorilla is using its best efforts to file the 2023 Annual Report with the SEC as soon as possible after March 31, 2024 (but in no event after June 30, 2024), the Gorilla Shareholders shall not forfeit their 2023 Earnout Shares under this 2023 Annual Report Deadline Penalty, and the 2023 Annual Report Deadline shall be deemed to have been satisfied, until the earlier of June 30, 2024 or such time that Gorilla is no longer using such best efforts, as which point, the 2023 Annual Report Deadline shall be deemed to not be satisfied and the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (the “2023 Annual Report Deadline Penalty”, and any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this 2023 Annual Report Deadline Penalty or the 2023 Target Revenue and 2023 Gross Margin Test Penalty are referred to as “2023 Revenue Protection Shares” and, collectively with the 2022 Revenue Protection Shares, the “Revenue Protection Shares”).

Covenants Regarding Additional Financing

The Amended and Restated Business Combination Agreement also amends the Original Business Combination Agreement to provide that in addition to the Amended Subscription Agreements, Global may (and if requested by Global, Gorilla shall) enter into additional financing agreements reasonably necessary to satisfy the closing condition that Global will have at least $50,000,000 in cash and cash equivalents, including funds remaining in its trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE or other private placement, but prior to paying any of Global’s expenses and liabilities due at the Closing (any such agreements, together with the Amended Subscription Agreements, the “Financing Agreements”) on terms and conditions that either are not materially worse to the interests of Gorilla’s security holders, taken as a whole, than those set forth in the Amended Subscription Agreement or are otherwise on such terms as Global and Gorilla shall reasonably agree Global and Gorilla shall use their reasonable best efforts to consummate the PIPE Investment in accordance with the Financing Agreements.

Termination

The Amended and Restated Business Combination Agreement amends the Original Business Combination Agreement to extend the outside date by which either the Global and Gorilla may terminate the Business Combination Agreement from April 13, 2022 to July 13, 2022 (the “Outside Date”)  (provided, that, if Global seeks and obtains an extension (the “Extension”) of its deadline to consummate its initial business combination beyond July 13, 2022, Global shall have the right, with the prior written consent of Gorilla, to extend the Outside Date for an additional period equal to the shortest of (a) three (3) additional months, (b) the period ending on the last date for Global to consummate its business combination pursuant to such Extension and (c) such period as mutually agreed by the parties to the Business Combination Agreement), as long as the terminating party’s breach did not cause or result in the Closing to occur by the Outside Date.

The foregoing description of the Amended and Restated Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Other Related Agreements

Amended and Restated Subscription Agreements

Also as previously reported by Global in a Current Report on Form 8-K filed with the SEC on February 11, 2022, Global and Gorilla entered into subscription agreements (each, an “Original Subscription Agreement”) on February 10, 2022 with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE investors agreed to purchase an aggregate of five (5) million subunits of Global, each subunit consisting of one Global Class A ordinary share and one-quarter of redeemable Global warrant, at a price of $10.10 per subunit in a private placement (the “PIPE”) to be consummated immediately prior to and substantially concurrently with the Closing.

On May 18, 2022, Global, Gorilla and each of the PIPE Investors entered into an Amended and Restated Subscription Agreement (each, an “Amended Subscription Agreement” and as each may be further amended from time to time, a “Subscription Agreement”), to amend and restate the Original Subscription Agreement.

The Amended Subscription Agreement amends the Original Subscription Agreement to provide for the issuance of one-half (1/2) of one (1) Class B CVR by Gorilla (with the aggregate number of Class B CVRs rounded down to the nearest whole Class B CVR) for each PIPE Subunit purchased by such PIPE Investor (in addition to the Class A CVRs that they will receive in the Transactions under the Business Combination Agreement for each PIPE Share).

Each Amended Subscription Agreement also amends the Original Subscription Agreement to permit the PIPE Investor, at its written election at any time prior to the mailing of the final definitive proxy statement for Global’s meeting of shareholders to approve the Transactions, to decrease its commitments to purchase PIPE Subunits thereunder; provided that the aggregate commitments to purchase PIPE Subunits under all of the Amended Subscription Agreements after giving effect to such reductions shall not be less than sixty percent (60%) of the aggregate of the total number of subscribed PIPE Subunits set forth in all of the Amended Subscription Agreements.

The Amended Subscription Agreements also amend the Original Subscription Agreements to (i) include the Class A CVRs (but not the Class B CVRs) to be issued in the Transactions for the Global ordinary shares underlying “PIPE Subunits in the registration rights applicable to the PIPE Subunits and (ii) subject the Class B CVRs to transfer restrictions by the holders thereof, where the Class B CVRs may not be transferred except to certain limited permitted transferees.

The foregoing description of the Amended Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Form of Amended Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Letter Agreement Amendment

On April 8, 2021, Global entered into a Letter Agreement (the “Letter Agreement”) with its officers, its directors, Global SPAC Sponsors LLC, a Delaware limited liability company (“Sponsor”), and I-Bankers Securities, Inc. (“I-Bankers” and collectively with such officers, directors and the Sponsor, the “Insiders”), pursuant to which the Insiders agreed, among other matters, (i) to not transfer the Global Class B Ordinary Shares (or Global Class A Ordinary Shares issuable upon conversion thereof) for a period ending on the earlier of the six-month anniversary of the date of the consummation of Global’s initial business combination and the date on which the closing price of Global’s Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of Global’s initial business combination or earlier, in any case, if, following a business combination, Global completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Founder Shares Lock-up Period”), except to certain permitted transferees, and (ii) to not transfer any placement units, placement subunits, placement shares, placement warrants (or Global Class A Ordinary Shares issuable upon conversion thereof) until 30 days after the completion of Global’s initial business combination (“Placement Unit Lock-Up Period”), except to certain permitted transferees.

In the Amended Business Combination Agreement, Global and Gorilla agreed to enter into an amendment to the Letter Agreement (the “Letter Agreement Amendment”) on or prior to the Closing with Gorilla, Global and the Insiders. The Letter Agreement Amendment will have (i) Gorilla assume the rights and obligations of Global under the Letter Agreement with respect to the Gorilla securities issued in the Transactions in replacement of the Global securities and (ii) the Insiders holding Private Global Shares waive their rights to receive Class A CVRs from Gorilla in the Transactions with respect to such Private Global Shares.

The foregoing description of the Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Letter Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an updated investor presentation (the “Investor Presentation”) that will be used by Global in connection with the Transactions.

The Investor Presentation is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information

In connection with the Transactions, Gorilla has filed with the SEC a Registration Statement on Form F-4, which includes a preliminary proxy statement of Global, and a prospectus of Gorilla in connection with the proposed Transactions. The definitive proxy statement and other relevant documents will be mailed to Global security holders as of a record date to be established by Global for voting on the Business Combination Agreement and the Transactions. Investors and security holders of Global and other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Global’s solicitation of proxies for the extraordinary general meeting of Global shareholders to be held to approve the Business Combination Agreement and the Transactions because these documents will contain important information about Global, Gorilla, the Business Combination Agreement and the Transactions. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Transactions (when they become available), and any other documents filed by Global with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.

Forward-Looking Statements

This Current Report on Form 8-K contains, and certain oral statements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Global’s and Gorilla’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performance and anticipated financial impacts of the Transactions and the PIPE, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Global or Gorilla and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions and the PIPE, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the post-Transactions company (the “Company”) or the expected benefits of the Transactions and the PIPE, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions and the PIPE; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties; (iv) the ability of Global prior to the Transactions, and the Company following the Transactions, to maintain the listing of the Company’s shares on Nasdaq; (v) costs related to the Transactions; (vi) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Transactions; (vii) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Global and the satisfaction of the minimum cash requirements of the Business Combination Agreement following any redemptions by Global’s public shareholders; (viii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related to the Transactions; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Transactions, and the Company following the Transactions; (xi) the ability of the Company to compete effectively in a highly competitive market; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand; (xiii) the impact from future regulatory, judicial, and legislative changes in Gorilla’s or the Company’s industry; (xiv) the uncertain effects of the COVID-19 pandemic and geopolitical developments; (xv) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xvi) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual bookings; (xvii) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xviii) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xix) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xx) the Company’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; (xxi) product sales and/or services; (xxii) the Company’s ability to execute its business plans and strategy, including potential expansion into new geographic regions; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Global or Gorilla. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Global and Gorilla undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. 

Participants in the Solicitation

Gorilla, Global and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Global securities in respect of the proposed Transactions. Information about Global’s directors and executive officers and their ownership of Global’s securities is set forth in Global’s filings with the SEC. Additional information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

10

Exhibit 2.1

Execution Version

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

by and among

GLOBAL SPAC PARTNERS CO.,

as SPAC,

GORILLA MERGER SUB, INC.

as Merger Sub,

GLOBAL SPAC SPONSOR LLC,
in the capacity as the SPAC Representative,

TOMOYUKI NII,
in the capacity as the Company Representative,

and

GORILLA TECHNOLOGY GROUP INC.,

as the Company,

Dated as of May 18, 2022

TABLE OF CONTENTS

INDEX OF EXHIBITS

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

This Amended and Restated Business Combination Agreement (this “Agreement”) is made and entered into as of May 18, 2022 by and among (i) Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), (iii) Global SPAC Sponsors LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of SPAC (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “SPAC Representative”), (iv) Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for the Company Shareholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Company Representative” and, each of the SPAC Representative and the Company Representative, a “Representative Party”),and (v) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”). SPAC, Merger Sub, the SPAC Representative, the Company Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

WHEREAS, SPAC is a blank check company and has been incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, Merger Sub is a newly incorporated Cayman Islands exempted company, wholly owned by the Company, and has been incorporated for the purpose of effectuating the Merger;

WHEREAS, the Parties desire and intend to effect a business combination transaction whereby Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by this Agreement and the Ancillary Documents, the “Transactions”), as a result of which, (i) prior to, but contingent upon, the Closing of the Merger, pursuant to the Recapitalization (as defined herein) approved by the Company’s shareholders, (a) each Company Preferred Share shall become and be converted into ordinary shares of the Company (together with any successor securities after the Closing, “Company Ordinary Shares”) in accordance with the Company Organizational Documents; (b) immediately following such conversion, but for the avoidance of doubt prior to the Merger Effective Time, each then outstanding Company Ordinary Share shall, as a result of the Recapitalization, become and be converted into such number Company Ordinary Shares as is determined by multiplying (1) such Company Ordinary Share by (2) the quotient obtained by dividing (A) $650,000,000, by (B) $10.00, and subsequently dividing such quotient by (C) the sum of (i) the number of Company Ordinary Shares then outstanding and (ii) without duplication, the number of Company Ordinary Shares issuable upon the exercise of all then outstanding options to purchase Company Ordinary Shares, on a net exercise basis (collectively, the “Outstanding Company Options”) as more fully described in Section 1.1(h);

WHEREAS, on December 21, 2021, SPAC, the Company and Merger Sub entered into that certain Business Combination Agreement, dated as of December 21, 2021 (the “Original Business Combination Agreement”), and the Parties now desire to amend and restate the Original Business Combination Agreement in its entirety to read as set forth herein;

WHEREAS, immediately following the consummation of the Recapitalization, Merger Sub shall, at the Merger Effective Time, be merged with and into SPAC, which shall continue as a wholly-owned subsidiary of the Company, and in connection therewith: (i) as more thoroughly described in Section 1.1(f)(i), each SPAC Class A Share, and each SPAC Class B Share, in each instance, issued and outstanding immediately prior to the Merger Effective Time, shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive, with respect to each SPAC Class B Share, one Company Ordinary Share, and with respect to each SPAC Class A Share that is not redeemed or converted in the Redemption (including those included as part of the PIPE Subunits (as defined below), one Company Ordinary Share and one Class A CVR (with the holders of SPAC Private Units and/or SPAC Private Subunits waiving their right to receive Class A CVRs for their SPAC Private Shares pursuant to the Insider Letter Amendment) (the “SPAC Shares Merger Consideration”); (ii) as more thoroughly described in Section 1.1(f)(iv), the Company will assume all of the outstanding SPAC Warrants and each SPAC Warrant will become a warrant to purchase the same number of Company Shares at the same exercise price during the same exercise period and otherwise on the same terms as the SPAC Warrant being assumed pursuant to the terms of an assignment, assumption and amendment agreement with respect to the Warrant Agreement substantially in the form attached hereto as Exhibit F (the “Assignment, Assumption and Amendment to Warrant Agreement”) (such transactions, the “Company Warrant Assumption”, and together with the SPAC Shares Merger Consideration, the “Merger Consideration”); and (iii) the memorandum and articles of association of SPAC shall be amended and restated in the form of Exhibit G (the “Surviving Company Memorandum and Articles of Association”) and each issued and outstanding ordinary share of Merger Sub shall become and be converted into one ordinary share of SPAC (“New SPAC Ordinary Share”), and the corporate name of SPAC shall be changed to a name mutually agreed upon by SPAC and the Company, with the result that the Surviving Company is a direct, wholly-owned subsidiary of the Company;

WHEREAS, simultaneously with the execution and delivery of the Original Business Combination Agreement, certain shareholders of the Company (the “Locked-Up Company Shareholders”) entered into a Lock-Up Agreement with the Company, the form of which is attached as Exhibit A hereto (as amended, including by the First Amendment to Lock-Up Agreement contemplated by the Original Subscription Agreements (as defined below) and Amended Subscription Agreements (as defined below), the “Lock-Up Agreement”), which Lock-Up Agreement will become effective as of the Closing;

WHEREAS, simultaneously with the execution and delivery of the Original Business Combination Agreement, certain shareholders of the Company entered into a Voting Agreement with the Company and SPAC, the form of which is attached as Exhibit B hereto (the “Target Voting Agreement”);

WHEREAS, simultaneously with the execution and delivery of the Original Business Combination Agreement, Global SPAC Sponsors LLC (“Sponsor”) and I-Bankers Securities, Inc. (“I-Bankers”) entered into a Voting Agreement with the Company, the form of which is attached as Exhibit C hereto (the “Sponsor Voting Agreement”);

WHEREAS, in connection with the consummation of the Merger, the Company, SPAC, the Sponsor and I-Bankers will on or prior to the Closing enter into an amendment to the GLSP Registration Rights Agreement in substantially the form attached as Exhibit D hereto (the “SPAC Registration Rights Agreement Amendment”), which will become effective as of the Merger Effective Time;

WHEREAS, in connection with the consummation of the Merger, certain shareholders of the Company will on or prior to the Closing enter into a registration rights agreement to provide those shareholders of the Company with registration rights, in substantially the form attached as Exhibit E hereto (the “Registration Rights Agreement”), which will become effective as of the Merger Effective Time;

WHEREAS, in connection with the consummation of the Merger, the Company, the Sponsor, SPAC and the other parties to the Insider Letter will on or prior to the Closing enter into an amendment to the Insider Letter, in substantially the form attached as Exhibit I hereto (the “Insider Letter Amendment”), to, among other matters, have (i) the Company assume the rights and obligations of SPAC thereunder with respect to the Company Securities issued in replacement for the SPAC Securities and (ii) the holders of SPAC Private Units and/or SPAC Private Subunits waive their right to receive Class A CVRs for their SPAC Private Shares, which Insider Letter Amendment will become effective as of the Merger Effective Time;

WHEREAS, on February 10, 2022, in connection with the transactions contemplated by this Agreement, SPAC, the Company and certain investors (the “PIPE Investors”) entered into Subscription Agreements (the “Original Subscription Agreements”), pursuant to which such PIPE Investors, upon the terms and subject to the conditions set forth therein, agreed to purchase an aggregate of five million (5,000,000) new subunits of SPAC (which subunits will be identical to the SPAC Public Subunits) (the “PIPE Subunits”) at a price of $10.10 per PIPE Subunit, for an aggregate of $50.5 million, in a private placement to be consummated immediately prior to the Closing;

WHEREAS, simultaneously with the execution and delivery of this Agreement, SPAC, the Company and each of the PIPE Investors have entered into an Amended and Restated Subscription Agreement in the form attached hereto as Exhibit J (each, an “Amended Subscription Agreement”) to amend and restate the Original Subscription Agreements to, among other matters, (i) provide for the issuance of one-half (1/2) of a Class B CVR by the Company for each PIPE Subunit purchased by such PIPE Investor (in addition to the Class A CVR’s that they will receive under this Agreement for each SPAC Class A Share acquired as part of the PIPE Subunit (each such SPAC Class A Share, a “PIPE Share”), and (ii) permit the PIPE Investors, at their written election during certain specified periods therein prior to the Closing, to decrease their aggregate commitment thereunder to three million (3,000,000) PIPE Subunits;

WHEREAS, the boards of directors of Merger Sub and the Company have each (a) determined that the Merger and the other Transactions are in the best interests of their respective companies, and (b) approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein;

WHEREAS, the board of directors of SPAC has (a) determined that the Merger and Transactions are in the commercial interests of the SPAC, and (b) approved this Agreement and the other Transactions, upon the terms and subject to the conditions set forth herein;

WHEREAS, the Company, as the sole shareholder of Merger Sub, has approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein;

WHEREAS, for (a) U.S. federal income tax purposes it is intended that (i) the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and (ii) this Agreement constitutes and hereby is adopted as a “plan of reorganization” with respect to the Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder, and for (b) PRC enterprise income tax purpose, it is intended that the Merger will meet the conditions for safe harbor treatment for intra-group restructuring under Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises (Public Notice [2015] No.7) issued by the State Administration of Taxation of the People’s Republic of China (国家税务总局关于非居民企业间接转让财产企业所得税若干问题的公告), in which the Merger will not be subject to tax in PRC (collectively, the “Intended Tax Treatment”); and

WHEREAS, certain capitalized terms used herein are defined in Article XI hereof.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

Article I
THE MERGER

1.1 The Merger.

(a)   Closing. As promptly as practicable (and in any event no later than the third Business Day) following the satisfaction or (to the extent permitted by applicable Law) waiver of all the conditions set forth in Sections 7.1 to 7.3 (other than any conditions that by their terms or nature are to be satisfied at the Closing) or at such other date, time or place as SPAC and the Company may agree the consummation of the transactions contemplated by this Agreement with respect to the Merger (the “Closing”) shall take place electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) (the date on which the Closing is actually held being the “Closing Date”). At the Merger Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the Cayman Act, SPAC and Merger Sub shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into SPAC with SPAC being the surviving company, following which the separate corporate existence of Merger Sub shall cease and SPAC shall continue as the surviving company. SPAC, as the surviving company after the Merger, is hereinafter sometimes referred to as the “Surviving Company” (provided, that references to SPAC for periods after the Merger Effective Time shall include the Surviving Company).

(b) Merger Effective Time. On the terms and subject to the conditions set forth herein and in accordance with the Cayman Act, on the Closing Date, SPAC and Merger Sub shall cause a plan of merger, in a form reasonably satisfactory to the Company and SPAC (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Act), along with all other documentation and declarations required under the Cayman Act in connection with the Merger, to be duly executed and properly filed with the Cayman Islands Registrar of Companies (the “Cayman Registrar”), in accordance with the relevant provisions of the Cayman Act (together, the “Merger Documents”). The Merger shall become effective on the date and time at which the Merger Documents have been duly filed with the Cayman Registrar or on a subsequent date and time as is agreed by SPAC and the Company and specified in the Merger Documents in accordance with the Cayman Act (the time the Merger becomes effective being referred to herein as the “Merger Effective Time”).

(c)   Effect of the Merger. At and after the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Merger Documents and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, under the Cayman Act, at the Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Merger Sub and SPAC set forth in this Agreement to be performed after the Merger Effective Time, and the Surviving Company shall continue its existence as a wholly-owned Subsidiary of the Company.

(d) Organizational Documents of the Company and the Surviving Company. Prior to or in connection with the Recapitalization, the Company Organizational Documents shall be amended and restated following approval by the Company’s board of directors and shareholders, such amendment and restatement to the Company Organizational Documents (the “Amended Organizational Documents”) in a form to be mutually agreed upon by the Parties (i) to provide for the Recapitalization as described in the Recitals and this Article I, and (ii) to remain in effect until from and after its adoption through the Merger Effective Time and until amended in accordance with the terms thereof and the Cayman Act. At the Merger Effective Time, in accordance with the Merger Documents, (i) the corporate name of Surviving Company shall be changed to a name mutually agreed upon by SPAC and the Company prior to the Closing, and (ii) the memorandum and articles of association of SPAC, as the Surviving Company, shall be amended and restated to be the Surviving Company Memorandum and Articles of Association in the form of Exhibit G hereto, until thereafter amended in accordance with the applicable provisions of the Cayman Act and such Surviving Company Memorandum and Articles of Association.

(e)   Directors and Officers of the Surviving Company. At the Merger Effective Time, the board of directors and officers of Merger Sub and the SPAC shall cease to hold office, and the board of directors and officers of the Surviving Company shall be appointed as determined by the Company, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective successors are duly appointed and qualified.

(f) Effect of the Merger on Issued Securities of SPAC. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub:

(i) SPAC Shares. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub: (A) each SPAC Class A Share issued and outstanding prior to the Merger Effective Time that is not redeemed or converted in the Redemption (including PIPE Shares), shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR (with the holders of SPAC Private Subunits and/or SPAC Private Units waiving their right to receive Class A CVRs for their SPAC Private Shares pursuant to the Insider Letter Amendment); and (B) each SPAC Class B Share issued and outstanding prior to the Merger Effective Time shall become and be converted into the right to receive one Company Ordinary Share.

(ii) SPAC Units. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, every issued and outstanding SPAC Unit outstanding immediately prior to the Merger Effective Time shall be automatically detached, and, without giving duplicative effect to Section 1.1(f)(iii) below,

(A) with respect to SPAC Public Units, (I) each SPAC Class A Share forming part of the SPAC Public Subunit within the SPAC Public Unit shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR pursuant to Section 1.1(f)(i) of this Agreement and (II) the one-fourth (1/4^th) of one SPAC Public Warrant forming part of the SPAC Public Subunit within the SPAC Public Unit and the one-half (½) of one SPAC Public Warrant forming part of the SPAC Public Unit shall together become and be converted into the right to receive three-fourths (3/4^ths) of one Company Warrant to purchase one Company Ordinary Share at an exercise price equal to the exercise price of the SPAC Public Warrants pursuant to Section 1.1(f)(iv); and

(B) with respect to SPAC Private Units, (I) each SPAC Private Share shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR pursuant to Section 1.1(f)(i) of this Agreement and (II) the one-fourth (1/4^th) of one SPAC Private Warrant forming part of the SPAC Private Subunit within the SPAC Private Unit and the one-half (½) of one SPAC Private Warrant forming part of the SPAC Private Unit shall together become and be converted into the right to receive three-fourths (3/4^ths) of one Company Warrant to purchase one Company Ordinary Share at an exercise price equal to the exercise price of the SPAC Private Warrants pursuant to Section 1.1(f)(iv).

(iii)   SPAC Subunits and PIPE Subunits. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, every issued and outstanding SPAC Subunit and PIPE Subunit outstanding immediately prior to the Merger Effective Time shall be automatically detached, and, without giving duplicative effect to Section 1.1(f)(ii) above :

(A) with respect to SPAC Public Subunits, (I) each SPAC Class A Share forming part of the SPAC Public Subunit shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR pursuant to Section 1.1(f)(i) of this Agreement and (II) the one-fourth (1/4^th) of one SPAC Public Warrant forming part of the SPAC Public Subunit shall become and be converted into the right to receive one-fourth (1/4^th) of one Company Warrant to purchase one Company Ordinary Share at an exercise price equal to the exercise price of the SPAC Public Warrants pursuant to Section 1.1(f)(iv);

(B) with respect to SPAC Private Subunits, (I) each SPAC Private Share shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR pursuant to Section 1.1(f)(i) of this Agreement and (II) the one-fourth (1/4^th) of one SPAC Private Warrant forming part of the SPAC Private Subunit shall become and be converted into the right to receive one-fourth (1/4^th) of one Company Warrant to purchase one Company Ordinary Share at an exercise price equal to the exercise price of the SPAC Private Warrants pursuant to Section 1.1(f)(iv); and

(C) with respect to PIPE Subunits, (I) each PIPE Share shall become and be converted into the right to receive one Company Ordinary Share and one Class A CVR pursuant to Section 1.1(f)(i) of this Agreement and (II) the one-fourth (1/4^th) of one SPAC Public Warrant forming part of the PIPE Subunit shall become and be converted into the right to receive one-fourth (1/4^th) of one Company Warrant to purchase one Company Ordinary Share at an exercise price equal to the exercise price of the SPAC Public Warrants pursuant to Section 1.1(f)(iv).

(iv) SPAC Warrants. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC Public Warrant and SPAC Private Warrant, including all SPAC Warrants that were included in the SPAC Units and SPAC Subunits, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company Ordinary Shares at an exercise price equal to the exercise price of the applicable SPAC Warrants, with the public or private nature of the applicable SPAC Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that in each case they shall represent the right to acquire Company Ordinary Shares in lieu of SPAC Class A Shares. At or prior to the Merger Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain outstanding, a sufficient number of Company Ordinary Shares for delivery upon the exercise of such Company Warrants.

(v) Cancellation of Share Capital Owned by SPAC. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each SPAC Share, and any other share of capital stock of SPAC, (i) that are owned by SPAC as treasury shares, (ii) owned by any direct or indirect wholly-owned Subsidiary of SPAC or (iii) that is issued or outstanding and owned directly or indirectly by the Company or Merger Sub immediately prior to the Merger Effective Time, shall be automatically canceled and extinguished without any conversion thereof or payment or other consideration therefor.

(vi) Transfers of Ownership. Subject in all instances to Section 1.7 if any Company Ordinary Shares or Class A CVRs are to be issued in a name other than the name in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to the Company or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of the Company in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of SPAC or any agent designated by it that such tax has been paid or is not payable.

(vii) Fractional Securities. No fractional Company Ordinary Shares or Class A CVRs shall be issued to holders of SPAC Securities. All fractional Company Ordinary Shares shall be rounded to the next higher integral number of Company Ordinary Shares, and all fractional Class A CVRs shall be rounded up to the nearest whole Class A CVR.

(g) Effect of the Merger on Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of SPAC, the Company or Merger Sub, all of the Merger Sub Ordinary Shares issued and outstanding immediately prior to the Merger Effective Time shall be converted into an equal number of ordinary shares of the Surviving Company, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share capital of the Surviving Company.

(h) Effect of the Merger on Issued Securities of the Company.

(i) Prior to Closing (effective immediately prior to the Merger Effective Time and the transactions described in Section 1.1(f)), the Company shall effect the actions described in this Section 1.7(h)(i) (collectively, the “Recapitalization”):

(A) each Company Preferred Share shall become and be converted into Company Ordinary Shares in accordance with the Company Organizational Documents;

(B) immediately following such conversion, but for the avoidance of doubt prior to the Merger Effective Time, each then outstanding Company Ordinary Share shall, as a result of the Recapitalization, become and be converted into such number of Company Ordinary Shares equal to the quotient obtained by dividing (A) $650,000,000, by (B) $10.00, and subsequently dividing such quotient by (C) the sum of (i) the number of Company Ordinary Shares then outstanding and (ii) without duplication, the number of Company Ordinary Shares issuable upon the exercise of all Outstanding Company Options, and taking such quotient to five decimal places, which ratio is referred to as the “Conversion Ratio”, with all fractional Company Ordinary Shares being rounded up to the next higher integral number of Company Ordinary Shares (such that following such Recapitalization, for the avoidance of doubt, the Company Ordinary Shares shall be valued at $10.00 per share based on a $650,000,000 valuation on a fully-diluted basis) (subject to the withholding and deposit in escrow of the Earnout Shares in accordance with Section 1.2), and

(C) as a result of the Recapitalization, each Outstanding Company Option shall be adjusted to reflect the Recapitalization as set forth in this Section 1.1(h);

(ii) For the avoidance of doubt, all Company Ordinary Shares, and outstanding Company Options, in each instance, outstanding prior to the consummation of the Merger shall remain outstanding following the consummation of the Merger and shall in no way be affected by the Merger. For the avoidance of doubt, each outstanding Company Option, outstanding immediately prior to (and as part of) the consummation of the Recapitalization shall, without any action on the part of the holder thereof and in accordance with the provisions of the outstanding Company Option, become an option to purchase such number of Company Ordinary Shares, in each instance determined by (i) multiplying the number of Company Ordinary Shares issuable upon such exercise of such security by the Conversion Ratio and (ii) dividing the exercise price of such security by the Conversion Ratio. No fractional Company Ordinary Shares shall be issued to holders of Company Ordinary Shares. All fractional Company Ordinary Shares shall be rounded to the next higher integral number of Company Ordinary Shares, and the adjusted purchase price or exercise price shall be computed to two decimal places.

(i) Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the SPAC and Merger Sub, the officers and directors of the Company are fully authorized to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

(j) No Liability; No Further Ownership Rights. Notwithstanding anything to the contrary in this Section 1.1, none of the Company, SPAC or Merger Sub or any Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. All consideration issuable in accordance with the consummation of the Merger shall be deemed to have been paid in full satisfaction of all rights pertaining to any SPAC Securities and from and after the Merger Effective Time, the holders thereof shall have no right other than to receive the consideration to be paid in connection with the Merger in accordance with this Section 1.1. At the close of business on the day on which the Merger Effective Time occurs, the share transfer books of SPAC shall be closed, and there shall be no further registration of transfers on the share transfer books of the Surviving Company or the Company of the SPAC Securities that were outstanding immediately prior to the Merger Effective Time.

(k) Certain Adjustments. Notwithstanding any provision of this Article I to the contrary (but excluding in all instances any action taken as part of the Recapitalization), if, between the effectiveness of the Recapitalization and the Merger Effective Time, (a) the outstanding Company Ordinary Shares shall have been increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, share sub-division (including share consolidation), split-up, combination or exchange or readjustment of shares, (b) a share capitalization or dividend payable in any other securities of the Company shall be declared with a record date within such period, or (c) any similar event shall have occurred, then in each case the Company Ordinary Shares issuable hereunder in exchange for SPAC Securities shall be appropriately adjusted to provide the holders thereof the same economic effect as contemplated by this Agreement prior to such event.

1.2 Earnout.

(a)   Earnout Generally. Of the Company Ordinary Shares to be issued by the Company in the Recapitalization, fourteen million (14,000,000) of such Company Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with the Earnings thereof, the “Earnout Shares”) shall be placed in escrow pursuant to Section 1.2(c) hereof and each of the Company Shareholders shall have the contingent right to receive their Pro Rata Share of such Earnout Shares based on the consolidated financial performance of the Company and its Subsidiaries during the fiscal years ending each of December 31, 2022 and December 31, 2023 (each such calendar year, an “Earnout Year”) and the price of the Company Ordinary Shares during certain specified periods prior to the date on which the Company files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023.

(b) Vesting or Forfeiture of Earnout Shares. The Company Shareholders will be entitled to receive the Earnout Shares as follows:

(i) Each of the Company Shareholders shall be entitled to receive their Pro Rata Share of sixty percent (60%) of the Earnout Shares (along with Earnings thereon) (the “2022 Earnout Shares”) from the Escrow Account, and all of the 2022 Earnout Shares shall vest, if all of the following occur:

(A) the average twenty (20) Trading Day VWAP of the Company Ordinary Shares on the Trading Market (the “Average VWAP Price”) is at least equal to the Redemption Price during each of the twenty (20) Trading Day periods (each such period, a “2022 VWAP Measurement Period”) ending on the last Trading Day immediately prior to each of (I) September 30, 2022, (II) December 31, 2022, (III) the date (the “2022 Annual Report Filing Date”) on which the Company files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) and (IV) if the closing share price of the Company Ordinary Shares on the Trading Market falls below $5.00 per share (as equitably adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like and the Closing) for any five (5) consecutive Trading Days during the period from the Closing until the 2022 Annual Report Filing Date, as determined reasonably in good faith by the SPAC Representative, then the Trading Day immediately after such fifth (5^th) consecutive Trading Day;

(B) the 2022 Consolidated Revenue is at least Sixty-Five Million U.S. Dollars ($65,000,000) (the “2022 Revenue Target”);

(C) the Company’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report is at least equal to the Company’s reported consolidated gross margin for the fiscal year ending December 31, 2021 as set forth in the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2021; and

(D) the 2022 Annual Report is filed with the SEC on or prior to March 31, 2023 (subject to Section 1.2(b)(iv) below).

(ii) In the event that all of the tests set forth in Section 1.2(b)(i) are not satisfied, then in the event that the Average VWAP Price is less than the Redemption Price during any of the 2022 VWAP Measurement Periods, then immediately on the first Trading Day after the end of such 2022 VWAP Measurement Period, the Company Shareholders shall forfeit and shall no longer be eligible to receive from the Escrow Account an aggregate number of Earnout Shares, whether 2022 Earnout Shares or 2023 Earnout Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the total number of outstanding SPAC Class A Shares as of the Effective Time (including any applicable PIPE Shares) that are not redeemed or converted in the Redemption, less the number of SPAC Private Shares (the “Total Applicable SPAC Shares”), multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for such 2022 VWAP Measurement Period, minus (B) the Total Applicable SPAC Shares, minus (C) the number of Earnout Shares, if any, forfeited by Company shareholders under this Section 1.2(b)(ii) for a prior 2022 VWAP Measurement Period (any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this Section 1.2(b)(ii) are referred to as “2022 Price Protection Shares”).

(iii)   In the event that all of the tests set forth in Section 1.2(b)(i) are not satisfied, then in the event that the condition described in clause (C) of Section 1.2(b)(i) is not met, then immediately on the first Trading Day after the filing of the 2022 Annual Report with the SEC, the Company Shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares).

(iv) In the event that all of the tests set forth in Section 1.2(b)(i) are not satisfied, then in the event that the condition described in clause (D) of Section 1.2(b)(i) is not met and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first Trading Day after March 31, 2023, the Company Shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares); provided, that if the failure to meet such condition in clause (D) of Section 1.2(b)(i) is primarily as a result of delays caused by changes in Laws or requirements of the SEC (including staff interpretations) or the applicable Trading Market, or changes in IFRS or interpretations thereof, then so long as the Company is using its best efforts to file the 2022 Annual Report with the SEC as soon as possible after March 31, 2023 (but in no event after June 30, 2023), the Company Shareholders shall not forfeit their 2022 Earnout Shares under this Section 1.2(b)(iv), and clause (D) of Section 1.2(b)(i) shall be deemed to have been satisfied, until the earlier of June 30, 2023 or such time that the Company is no longer using such best efforts, as which point, clause (D) of Section 1.2(b)(i) shall be deemed to not be satisfied and the Company Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares).

(v) In the event that all of the tests set forth in Section 1.2(b)(i) are not satisfied, then if there are any remaining 2022 Earnout Shares after giving effect to the forfeitures by the Company Shareholders under Sections 1.2(b)(ii), 1.2(b)(iii) or 1.2(b)(iv) above (such remaining 2022 Earnout Shares, the “2022 Revenue Earnout Shares”), then if:

(A) the 2022 Consolidated Revenue is more than the 2022 Revenue Target, the 2022 Revenue Earnout Shares shall immediately become vested and deemed earned by and payable to the Company Shareholders in accordance with their respective Pro Rata Shares;

(B) the 2022 Consolidated Revenue is less than the 2022 Revenue Target, but equal to at least Fifty-One Million Dollars ($51,000,000) (the “2022 Revenue Floor”), then the Company Shareholders shall immediately forfeit and shall no longer be eligible to receive an aggregate number of 2022 Revenue Earnout Shares equal to (I) the difference of (x) the 2022 Consolidated Revenue minus (y) the 2022 Revenue Floor, divided by (II) the difference of (x) the 2022 Revenue Target minus (y) the 2022 Revenue Floor, multiplied by (III) the 2022 Revenue Earnout Shares, and the remaining 2022 Revenue Earnout Shares after giving effect to such forfeiture under this Section 1.2(b)(v) shall immediately become vested and deemed earned by and payable to the Company Shareholders in accordance with their respective Pro Rata Shares; or

(C) the 2022 Consolidated Revenue is less than the 2022 Revenue Floor, then the Company Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Revenue Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this Section 1.2(b)(v) or Sections 1.2(b)(iii) or 1.2(b)(iv) are referred to as “2022 Revenue Protection Shares”).

(vi) If there are any remaining Earnout Shares after giving effect to the forfeitures by the Company Shareholders under Sections 1.2(b)(ii), 1.2(b)(iii), 1.2(b)(iv) and 1.2(b)(v) above (such remaining Earnout Shares (along with Earnings thereon), the “2023 Earnout Shares”), then each of the Company Shareholders shall be entitled to receive their Pro Rata Share of the 2023 Earnout Shares from the Escrow Account, and all of the 2023 Earnout Shares shall vest, if all of the following occur:

(A) the Average VWAP Price is at least equal to the lower of (i) the lowest Average VWAP Price during the 2022 VWAP Measurement Periods and (ii) the Redemption Price during the twenty (20) Trading Day period (such period, the “2023 VWAP Measurement Period”) ending on the last Trading Day immediately prior to the date on which the Company files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023 (the “2023 Annual Report”);

(B) the 2023 Consolidated Revenue is at least Ninety Million U.S. Dollars ($90,000,000) (the “2023 Revenue Target”);

(C) the Company’s reported consolidated gross margin for the fiscal year ending December 31, 2023 as set forth in the 2023 Annual Report is at least equal to the Company’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report; and

(D) the 2023 Annual Report is filed with the SEC on or prior to March 31, 2024 (subject to Section 1.2(b)(ix) below).

(vii) In the event that all of the tests set forth in Section 1.2(b)(vi) are not satisfied, then in the event that the Average VWAP Price is less than the Redemption Price during the 2023 VWAP Measurement Period, then immediately on the first Trading Day after the end of the 2023 VWAP Measurement Period, the Company Shareholders shall forfeit and shall no longer be eligible to receive from the Escrow Account an aggregate number of 2023 Earnout Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the Total Applicable SPAC Shares, multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for the 2023 VWAP Measurement Period, minus (B) the Total Applicable SPAC Shares, minus (C) the number of Earnout Shares, if any, forfeited by Company shareholders under Section 1.2(b)(ii) for a 2022 VWAP Measurement Period (any 2023 Earnout Shares (along with Earnings thereon) that are forfeited as a result of this Section 1.2(b)(vii) are referred to as “2023 Price Protection Shares” and, collectively with the 2022 Price Protection Shares, the “Price Protection Shares”).

(viii) In the event that all of the tests set forth in Section 1.2(b)(vi) are not satisfied, then in the event that either or both of the conditions described in clauses (B) or (C) of Section 1.2(b)(vi) are not met, then immediately on the first Trading Day after the filing of the 2023 Annual Report with the SEC, the Company Shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares.

(ix) In the event that all of the tests set forth in Section 1.2(b)(vi) are not satisfied, then in the event that the condition described in clause (D) of Section 1.2(b)(vi) is not met and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first Trading Day after March 31, 2024, the Company Shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares; provided, that if the failure to meet such condition in clause (D) of Section 1.2(b)(vi) is primarily as a result of delays caused by changes in Laws or requirements of the SEC (including staff interpretations) or the applicable Trading Market, or changes in IFRS or interpretations thereof, then so long as the Company is using its best efforts to file the 2023 Annual Report with the SEC as soon as possible after March 31, 2024 (but in no event after June 30, 2024), the Company Shareholders shall not forfeit their 2023 Earnout Shares under this Section 1.2(b)(ix), and clause (D) of Section 1.2(b)(vi) shall be deemed to have been satisfied, until the earlier of June 30, 2024 or such time that the Company is no longer using such best efforts, as which point, clause (D) of Section 1.2(b)(vi) shall be deemed to not be satisfied and the Company Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this Section 1.2(b)(ix) or Section 1.2(b)(viii) are referred to as “2023 Revenue Protection Shares” and, collectively with the 2022 Revenue Protection Shares, the “Revenue Protection Shares”).

(x) Without duplication of the provisions of this Section 1.2, all share and per share amounts in this Section 1.2(b) shall be appropriately adjusted to reflect any reclassification, recapitalization, share split (including a share consolidation), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in shares, with respect to the Company Ordinary Shares subsequent to the Closing Date.

(xi) For the avoidance of doubt, upon any final determination in accordance with Section 1.2(e) that any Earnout Shares shall have vested, such Earnout Shares shall be due and deliverable to the Company Shareholders and no longer subject to forfeiture.

(c)   Distributions of Earnout Shares and CVR Property. Any Earnout Shares (and Earnings thereon) that are determined to have become vested and earned by the Company Shareholders in accordance with this Section 1.2, will be disbursed from the Escrow Account to the Company Shareholders in accordance with this Section 1.2 and the Escrow Earnout Agreement. Any Earnout Shares (and Earnings thereon) that are determined to have been forfeited by the Company Shareholders in accordance with this Section 1.2 will be delivered to the Company for, with respect to Company Ordinary Shares, cancellation by the Company (with any other securities or property included within the forfeited Earnout Shares being held in reserve by the Company), and then promptly thereafter reissued by the Company as newly issued Company Ordinary Shares and delivered, along with any other securities or property included within the forfeited Earnout Shares that are being held in reserve by the Company, to the CVR Rights Agent for distribution to the holders of CVRs in accordance with the terms of this Section 1.2 and the Contingent Value Rights Agreement (such newly reissued Company Ordinary Shares and other securities or property included within the forfeited Earnout Shares that are delivered to the CVR Rights Agent, the “CVR Property”). Pursuant to the Contingent Value Rights Agreement, the CVR Property will be distributed by the CVR Rights Agent to the holders of CVRs promptly after the CVR Rights Agent’s receipt of the CVR Property, with the CVR Property relating to the Price Protection Shares (including each type of security or property included in the CVR Property) being allocated among all holders of Class A CVRs pro rata, based on their respective number of Class A CVRs held (for the avoidance of doubt, holders of Class B CVRs will have no right with respect to their Class B CVRs to receive any CVR Property relating to the Price Protection Shares), and with the CVR Property relating to the Revenue Protection Shares (including each type of security or property included in the CVR Property) being allocated among all holders of CVRs pro rata, based on their respective number of CVRs held.

(d) Earnout Escrow Agreement.

(i) At or prior to the Closing, the SPAC Representative, the Company Representative, the Company and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to SPAC and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to SPAC and the Company (the “Earnout Escrow Agreement”), pursuant to which the Company shall issue in the name of the Company Shareholders the Earnout Shares and shall deposit such Earnout Shares with the Escrow Agent to be held, along with any Earnings thereon, in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of this Section 1.2 and the Earnout Escrow Agreement. The Company Shareholders shall be shown as registered owners of the escrowed Earnout Shares on the books and records of the Company, and shall be entitled to exercise voting rights with respect to such escrowed Earnout Shares, but any Earnings on the Earnout Shares while in the Escrow Account shall be deposited into and retained in the Escrow Account until disbursed therefrom in accordance with the terms of this Section 1.2 and the Earnout Escrow Agreement. The Earnout Shares shall be allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares, and any Earnout Shares (and Earnings thereon) that are disbursed to Company Shareholders in accordance with the terms of this Section 1.2 and the Earnout Escrow Agreement shall also be allocated amongst them based on their respective Pro Rata Shares.

(ii) Within five (5) Business Days after a final determination described in Section 1.2(e) below that any Earnout Shares have either become vested and earned by the Company Shareholders or been forfeited by the Company Shareholders, the Company Representative and the SPAC Representative shall provide joint written instructions to the Escrow Agent to either, in accordance with the requirements of such final determination, disburse the applicable Earnout Shares (and Earnings thereon) to the Company Shareholders or to the Company for cancellation (and subsequent reissuance and delivery to the CVR Rights Agent in accordance with the terms of this Section 1.2 and the Contingent Value Rights Agreement).

(e)   Determination of Earnout.

(i) As promptly as practicable (but in any event within ten (10) days) after each of the 2022 VWAP Measurement Periods and the 2023 VWAP Measurement Period, the SPAC Representative shall send to the Company Representative, with a copy to the Escrow Agent and the CVR Rights Agent, a written statement (each, a “Price Protection Statement”) that sets forth the Average VWAP Price for such 2022 VWAP Measurement Period or 2023 VWAP Measurement Period, and whether any Earnout Shares are to be forfeited by Company Shareholders under Section 1.2(b)(ii) or 1.2(b)(vii), as applicable, as a result thereof. The Company Representative will have ten (10) days after its receipt of a Price Protection Statement to review it. The Company Representative and its Representatives on its behalf may make inquiries of the SPAC Representative and the personnel and appropriate advisors of the Company and its Subsidiaries regarding questions concerning or disagreements with a Price Protection arising in the course of its review thereof, and the SPAC Representative and the Company and its Subsidiaries shall provide reasonable cooperation in connection therewith. If the Company Representative has any objections to a Price Protection Statement, the Company Representative shall deliver to SPAC Representative and the Company, with a copy to the Escrow Agent and the CVR Rights Agent, a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by the Company Representative within ten (10) days following the date of receipt of the applicable Price Protection Statement, then the Company Representative will have waived its right to contest such Price Protection Statement and the calculations and determinations set forth therein. If such written statement is delivered by the Company Representative within such ten (10) day period, then the Company Representative and the SPAC Representative shall negotiate in good faith to resolve any such objections for a period of ten (10) days thereafter. If the Company Representative and the SPAC Representative do not reach a final resolution within such ten (10) day period, then upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.2(e)(iii) below.

(ii) As soon as practicable (but in any event within ten (10) days) after the Company’s filing of each of the 2022 Annual Report and the 2023 Annual Report with the SEC, the Company’s Chief Financial Officer (the “CFO”), will prepare and deliver to each of the Representative Parties, with a copy to the Escrow Agent and the CVR Rights Agent, a written statement (each, a “Revenue Earnout Statement”) that sets forth the CFO’s determination in accordance with the terms of this Section 1.2 of: (A) the 2022 Consolidated Revenue or 2023 Consolidated Revenue for such Earnout Year, as applicable, based on such 2022 Annual Report or 2023 Annual Report, as applicable, subject to adjustments thereto in accordance with the definition of the terms “2022 Consolidated Revenue” and “2023 Consolidated Revenue” (with reasonably detailed information on any such adjustments); (B) the Company’s reported consolidated gross margin for the applicable Earnout Year as set forth in the 2022 Annual Report or 2023 Annual Report, and the Company’s reported consolidated gross margin for the prior fiscal year, as set forth in the as set forth in the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2021 or the 2022 Annual Report, as applicable; (C) confirming the date that the 2022 Annual Report or 2023 Annual Report was filed with the SEC (and if it was not filed by March 31 of the applicable subsequent year, whether or not the Company Shareholders are still eligible to receive Earnout Shares for such Earnout Year as a result of the provisos in Sections 1.2(b)(iv) and 1.2(b)(ix)), and (D) whether any Earnout Shares have vested for such Earnout Year for the Company Shareholders in accordance with Section 1.2(b) as a result of the calculations and determinations in clauses (A), (B) and (C) above. Each Representative Party will have twenty (20) days after its receipt of a Revenue Earnout Statement to review it. Each Representative Party and its Representatives on its behalf may make inquiries of the Company, the CFO and the other personnel and appropriate advisors of the Company and its Subsidiaries regarding questions concerning or disagreements with a Revenue Earnout Statement arising in the course of its review thereof, and the Company and its Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to a Revenue Earnout Statement, such Representative Party shall deliver to Company (to the attention of the CFO) and the other Representative Party, with a copy to the Escrow Agent and the CVR Rights Agent, a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within twenty (20) days following the date of receipt of the applicable Revenue Earnout Statement, then such Representative Party will have waived its right to contest such Revenue Earnout Statement and the calculations and determinations set forth therein. If such written statement is delivered by a Representative Party within such twenty (20) day period, then the Company Representative and the SPAC Representative shall negotiate in good faith to resolve any such objections for a period of ten (10) days thereafter. If the Company Representative and the SPAC Representative do not reach a final resolution within such ten (10) day period, then upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.2(e)(iii) below.

(iii)   If a dispute with respect an Earnout Statement is submitted in accordance with this Section 1.2(e) to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.2(e)(iii). Each of the Company Representative and the SPAC Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by the Company. The Independent Expert will determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert's determination will be based solely upon and consistent with the terms and conditions of this Agreement. Each of the Company Representative and the SPAC Representative will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.2(e)(iii). It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Company Representative and the SPAC Representative will request that the Independent Expert’s determination be made within thirty (30) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the SPAC Representative and the Company Representative and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error).

(f) Covenants Regarding Financial Reporting. The Company hereby agrees that for each of its 2022 and 2023 fiscal years, it will (i) not change its fiscal year end from December 31 of such year, (ii) report its consolidated revenues and other financial information in U.S. dollars and (iii) keep such financial books and records as reasonably necessary to permit the Company to determine the 2022 Consolidated Revenue and the 2023 Consolidated Revenue in accordance with the terms of this Agreement.

(g) Changes in Business. Subject to the requirements of this Section 1.2 (including Section 1.2(f)), each of the Company and its Subsidiaries, including the Surviving Company, will be permitted, following the Closing, to make changes at its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the 2022 Consolidated Revenue, the 2023 Consolidated Revenue, the share price of the Company Ordinary Shares or otherwise the ability of the Company Shareholders to earn the Earnout Shares in accordance with this Section 1.2, and the Company Shareholders will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions.

1.3 Withholding. Each of SPAC, the Company and Merger Sub (and their respective Affiliates) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law relating to Taxes. To the extent that amounts are so withheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

1.4 [Reserved].

1.5 Intended Tax Treatment. Each of the Parties agrees that the Merger is intended to qualify for the Intended Tax Treatment. The Parties shall, and shall cause their Affiliates to, use reasonable best efforts to cause the Merger to comply with the Intended Tax Treatment and shall not, and shall cause their Affiliates not to, take any inconsistent position on any Tax Return or during the course of any audit, litigation or other proceeding with respect to Taxes except to the extent required by a “determination” within the meaning of Section 1313(a) of the Code. Each of the Parties acknowledge and agree that each has had the opportunity to obtain independent legal and Tax advice with respect to the transactions contemplated by this Agreement.

1.6 Dissenter’s Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Act, SPAC Shares that are outstanding immediately prior to the Merger Effective Time and that are held by shareholders of the SPAC who shall have demanded properly in writing dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and such shareholders shall have no right to receive, the applicable merger consideration unless and until such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Act. The SPAC Shares owned by any shareholder of the SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable merger consideration, without any interest thereon. Prior to the Closing, the Company shall give SPAC prompt notice of any demands for dissenters’ rights received by the SPAC and any withdrawals of such demands and the SPAC shall have complete control over all negotiations and proceedings with respect to such dissenters’ rights (including the ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands).

1.7 SPAC Securities and Certificates.

(a)   Prior to the Merger Effective Time, the Company and SPAC shall appoint Continental Stock Transfer & Trust Company as exchange agent, or another exchange agent reasonably acceptable to the Company and SPAC (in such capacity, the “Exchange Agent”), for the purpose of, (i) exchanging each SPAC Share for the SPAC Shares Merger Consideration and (ii) exchanging each SPAC Warrant on the warrant transfer books of SPAC immediately prior to the Merger Effective Time for the Company Warrants issuable in respect of such SPAC Warrants in accordance with the provisions of this Agreement.

(b) All securities issued upon the surrender of SPAC Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of SPAC Securities shall also apply to the Company Ordinary Shares, Class A CVRs and Company Warrants so issued in exchange. To the extent that such SPAC Securities are represented by physical certificates, the holders of such SPAC Securities will be provided a letter of transmittal to send their certificated SPAC Securities to the transfer agent and warrant agent for the Company Ordinary Shares and Company Warrants, which shall be the same as the transfer agent and warrant agent for SPAC Securities, and such transfer agent or warrant agent will, upon receipt of completed documentation, issue the Company Ordinary Shares, Class A CVRs and Company Warrants that are issuable in respect of the holder’s SPAC Securities. To the extent that the SPAC Securities are held in book entry, the issuance of Company Ordinary Shares, Class A CVRs or Company Warrants will automatically be made by the transfer agent and warrant agent.

(c)   In the event any certificates shall have been lost, stolen or destroyed, the Company shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof (a “Lost Certificate Affidavit”), such securities, as may be required pursuant to Section 1.1(f); provided, however, that the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Company with respect to the certificates alleged to have been lost, stolen or destroyed.

(d) If the SPAC Shares Merger Consideration is to be issued to a Person other than the holder of the SPAC Shares in whose name the transferred SPAC Share in book-entry form is registered, it shall be a condition to the issuance of the SPAC Shares Merger Consideration that (i) the recipient of such SPAC Shares Merger Consideration, or the Person in whose name such SPAC Shares Merger Consideration is delivered or issued, shall have already executed and delivered duly executed counterparts to the applicable transmittal documents as are reasonably deemed necessary by the Exchange Agent, (ii) such SPAC Shares in book-entry form shall be properly transferred, and (iii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such SPAC Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable.

(e)   If the Company Warrants to be issued to a Person other than the holder in whose name the transferred SPAC Warrant in book-entry form is registered, it shall be a condition to the issuance of the Company Warrants that (i) the recipient of such Company Warrant, or the Person in whose name such Company Warrant is to be issued, shall have already executed and delivered duly executed counterparts to the applicable transmittal documents as are reasonably deemed necessary by the Exchange Agent, (ii) such SPAC Warrant in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such SPAC Warrant in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable.

(f) After the Merger Effective Time, the register of shareholders of SPAC shall be closed, and thereafter there shall be no further registration on the register of shareholders of the Surviving Company of transfers of SPAC Shares that were issued and outstanding immediately prior to the Merger Effective Time.

(g) All securities issued upon the surrender of certificates representing the SPAC Securities (or delivery of a Lost Certificate Affidavit) in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to SPAC Shares represented by such certificates representing SPAC Securities. Any Company Ordinary Shares or Class A CVRs made available to the Exchange Agent pursuant to this Section 1.7 that remains unclaimed by any holder of SPAC Shares one year after the Merger Effective Time shall be delivered to the Company or as otherwise instructed by the Company, and any holder of SPAC Shares who has not exchanged his, her or its SPAC Shares for the SPAC Shares Merger Consideration in accordance with this Section 1.7 prior to that time shall thereafter look only to the Company for the issuance of the SPAC Shares Merger Consideration without any interest thereon (but with any dividends paid with respect thereto). None of the Company, the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any SPAC Shares Merger Consideration remaining unclaimed by the holders of SPAC Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of the Company free and clear of any claims or interest of any Person previously entitled thereto.

Article II
REPRESENTATIONS AND WARRANTIES OF SPAC

Except as set forth in the disclosure schedules delivered by SPAC to the Company on the date of this Agreement (the “SPAC Disclosure Schedules”), each section of which qualifies the correspondingly numbered representation or warranty specified therein and such other representation or warranty where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on the face of such disclosure, or other than with respect to Sections 2.1 to 2.5 and 2.16, the SEC Reports that are available on the SEC’s website through EDGAR and at least two (2) Business Days prior to the date of this Agreement (excluding any risk factors, forward-looking statements or similar predictive statements), SPAC represents and warrants to the Company and Merger Sub, as of the date of this Agreement and as of the Closing, as follows:

2.1 Organization and Standing. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost or expense. SPAC has made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect. SPAC is not in violation of any provision of its Organizational Documents in any material respect.

2.2 Authorization; Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement, SPAC’s board of directors, at a duly called and held meeting, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of SPAC in accordance with the Cayman Act, (ii) approved and adopted this Agreement, (iii) recommended that SPAC’s shareholders vote in favor of the approval of this Agreement, the Merger and the other SPAC Shareholder Approval Matters in accordance with the Cayman Act (the “SPAC Recommendation”) and (iv) directed that this Agreement and the SPAC Shareholder Approval Matters be submitted to SPAC’s shareholders for their approval. This Agreement has been, and each Ancillary Document to which SPAC is a party shall be when delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “Enforceability Exceptions”).

2.3 Governmental Approvals. No Consent of or with any Governmental Authority, is required to be obtained or made in connection with the execution, delivery or performance by SPAC of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as expressly contemplated by this Agreement, (c) any filings required with NASDAQ or the SEC with respect to the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on SPAC.

2.4 Non-Contravention. The execution and delivery by SPAC of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC of the transactions contemplated hereby and thereby, and compliance by SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of SPAC Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to SPAC or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties or assets of SPAC under, (viii) give rise to any obligation to obtain any third party Consent from any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on SPAC.

2.5 Capitalization.

(a)   SPAC is authorized to issue 221,000,000 shares of which 1,000,000 are SPAC Preference Shares, 200,000,000 are SPAC Class A Shares and 20,000,000 are SPAC Class B Shares. The issued and outstanding SPAC Securities as of the date of this Agreement are set forth on Schedule 2.5(a) of the SPAC Disclosure Schedules. There are no issued or outstanding SPAC Preference Shares. All outstanding SPAC Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Act, SPAC Organizational Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Securities has been issued in violation of any applicable securities Laws in any material respect. Prior to giving effect to the transactions contemplated by this Agreement, SPAC does not have, and has not had, any Subsidiaries or own any equity interests in any other Person.

(b) There are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of SPAC or (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any shares, or (C) obligating SPAC to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for any shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any shares of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.

(c)   All Indebtedness and unpaid SPAC Transaction Expenses as of the date of this Agreement is disclosed on Schedule 2.5(c) of the SPAC Disclosure Schedules. No Indebtedness of SPAC contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or (iii) the ability of SPAC to grant any Lien on its properties or assets.

(d) Since the date of formation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and SPAC’s board of directors has not authorized any of the foregoing.

2.6 SEC Filings; SPAC Financials; Internal Controls.

(a)   SPAC, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, SPAC has delivered to the Company copies in the form filed with the SEC of all of the following: (i) SPAC’s Form S-1, (ii) SPAC’s annual reports on Form 10-K for each fiscal year of SPAC beginning with the first year SPAC was required to file such a form, (iii) SPAC’s quarterly reports on Form 10-Q for each fiscal quarter that SPAC filed such reports to disclose its quarterly financial results in each of the fiscal years of SPAC referred to in clause (ii) above, (iv) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by SPAC with the SEC since the beginning of the first fiscal year referred to in clause (ii) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (ii), (iii) and (iv) above, whether or not available through EDGAR, are, collectively, the “SEC Reports”) and (v) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (ii) above (collectively, the “Public Certifications”). Except for any changes (including any required revisions to or restatements of the SPAC Financials (defined below) or the SEC Reports) to (A) the SPAC’s historical accounting of the SPAC Warrants as equity rather than as liabilities that may be required as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) that was issued by the SEC on April 12, 2021, and related guidance by the SEC or (B) the SPAC’s accounting or classification of SPAC’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may be required as a result of related statements by the SEC staff or recommendations or requirements of SPAC’s auditors (clauses (A) and (B), collectively, “SEC SPAC Accounting Changes”), the SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Parties acknowledge and agree that any restatement, revision or other modification of the SPAC Financials or the SEC Reports solely as a result of any SEC SPAC Accounting Changes shall be deemed not material for purposes of this Agreement. The Public Certifications are each true as of their respective dates of filing. As used in this Section 2.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) As of the date of this Agreement, (A) the SPAC Units, the SPAC Class A Shares and the SPAC Public Warrants are listed on NASDAQ, (B) SPAC has not received any written deficiency notice from NASDAQ relating to the continued listing requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC Securities on NASDAQ and (D) such SPAC Securities are in compliance with all of the applicable corporate governance rules of NASDAQ.

(c)   Except for any SEC SPAC Accounting Changes, the financial statements and notes of SPAC contained or incorporated by reference in the SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of SPAC at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved, (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable), and (iii) audited in accordance with the standards of the Public Company Accounting Oversight Board.

(d) Except for any SEC SPAC Accounting Changes or as and to the extent reflected or reserved against in the SPAC Financials, SPAC has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since SPAC’s formation in the ordinary course of business consistent with past practices. SPAC does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements other than those of SPAC are required by GAAP to be included in the financial statements of SPAC.

(e)   Except for any SEC SPAC Accounting Changes, since the IPO, SPAC has not received from its independent auditors any written notification of any (i) “significant deficiency” in the internal controls over financial reporting of SPAC, (ii) “material weakness” in the internal controls over financial reporting of SPAC or (iii) fraud, whether or not material, that involves management or other employees of SPAC who have a significant role in the internal controls over financial reporting of SPAC.

(f) Except for any SEC SPAC Accounting Changes or as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, since the IPO, (i) SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial statements for external purposes in accordance with GAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared.

(g) SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

2.7 Absence of Certain Changes. As of the date of this Agreement, SPAC has (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Company and the negotiation and execution of this Agreement) and related activities and (b) since its formation, not been subject to a Material Adverse Effect and (c) since December 31, 2020, not taken any action or committed or agreed to take any action that would be prohibited by Section 5.3 (without giving effect to Schedule 5.3) if such action were taken on or after the date of this Agreement without the consent of Company.

2.8 Compliance with Laws. SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on SPAC, and SPAC has not received written notice alleging any violation of applicable Law in any material respect by SPAC.

2.9 Actions; Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened Action to which SPAC is subject. There is no Action that SPAC has pending against any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor, to the Knowledge of the SPAC, are any such Orders pending. SPAC holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permits or for such Permits to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on SPAC.

2.10 Taxes and Returns.

(a)   SPAC has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the SPAC Financials have been established in accordance with GAAP.

(b) SPAC has complied in all respects with all Laws relating to the withholding and remittance of all amounts of Taxes, and all amounts of Taxes required by any Law to be withheld by SPAC have been withheld and paid over to the appropriate Governmental Authority.

(c)   Within the last five (5) years, no claim has been made by any Governmental Authority in a jurisdiction in which SPAC does not file Tax Returns that it is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

(d) There are no claims, assessments, audits, examinations, investigations or other Actions pending against SPAC in respect of any material Tax, and SPAC has not been notified in writing of any material proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments for which adequate reserves in the SPAC Financials have been established in accordance with GAAP).

(e)   SPAC has not received any written or, to the Knowledge of SPAC, other communication from a taxing authority alleging that SPAC (x) should be classified as having a permanent establishment (within the meaning of an applicable Tax treaty), or (y) otherwise has an office, fixed place of business, trade or business, or taxable presence in a country other than the country in which it is organized.

(f) SPAC is not being audited by any Tax authority and has not been notified in writing by any Tax authority that any such audit is contemplated or pending.

(g) SPAC has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares intended to qualify for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(h) There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens.

(i) SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes and there are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return outside of the Ordinary Course of Business consistent with past practices.

(j) SPAC has no material Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local or non-United States Law). SPAC has no material Liability for the Taxes of another Person as a transferee or successor or by contract (other than any Contract the principal purpose of which does not relate to Taxes).

(k) SPAC is not nor has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(l) Neither SPAC, nor any Person related to SPAC (within the meaning of Treasury Regulations Section 1.368-1(e)(4), without regard to Treasury Regulations Section 1.368-1(e)(4)(i)(A)) has any plan or intention at the Merger Effective Time to acquire or redeem, either directly or through any transaction, agreement, or arrangement with any other Person, any Company Ordinary Shares issued to any equityholder of SPAC pursuant to this Agreement. SPAC has no plan or intention to cause the Surviving Company after the Merger to issue additional shares of the Surviving Company that would result in the Company losing “control” of the Surviving Company within the meaning of Section 368(c) of the Code. SPAC has no plan or intention at the Merger Effective Time to cause the Surviving Company to cease its separate legal existence for U.S. federal income tax purposes after the Merger. SPAC’s principal reason for participating in the Merger is a bona fide business purpose not related to Taxes. SPAC has neither taken nor agreed to take any action not contemplated by this Agreement and/or any Ancillary Documents that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. To the Knowledge of SPAC, no facts or circumstances exist that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

2.11 Employees and Employee Benefit Plans. SPAC does not (a) have any employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans. Neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the transactions contemplated by this Agreement and the Ancillary Documents will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer, employee or other service provider of SPAC, (ii) result in the acceleration of the time of payment or vesting of any such payment or benefit, or (iii) result in any “parachute payment” under Section 280G of the Code.

2.12 Properties. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC does not own or lease any material real property or Personal Property.

2.13 Material Contracts.

(a)   Other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $500,000, or (ii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC or any acquisition of material property by SPAC, or restricts in any material respect the ability of SPAC from engaging in business as conducted as of the date of this Agreement by it (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

(b) With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arm’s length and in the ordinary course of business consistent with past practices; (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) SPAC is not in breach or default in any material respect, and to the Knowledge of SPAC, no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract; and (iv) to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by SPAC under any SPAC Material Contract.

2.14 Transactions with Affiliates. SPAC has provided the Company with, and Schedule 2.14 of the SPAC Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC, on the one hand, and (a) any present or former director, officer, employee, manager, direct or indirect equityholder (including Sponsor) or Affiliate of either SPAC or Sponsor, or any immediate family member of any of the foregoing Persons, or (b) record or beneficial owner of more than five percent (5%) of SPAC’s outstanding shares as of the date of this Agreement, on the other hand.

2.15 Investment Company Act; JOBS Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act. SPAC constitutes an “emerging growth company” within the meaning of the JOBS Act.

2.16 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SPAC.

2.17 Certain Business Practices.

(a)   Neither SPAC, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with any actual or proposed transaction.

(b) The operations of SPAC are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC, threatened.

(c)   None of SPAC, any of its Subsidiaries, or any of their directors, officers or employees, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC is currently, or has been in the last five (5) years, (i) identified on the list of specially designated nationals or other blocked persons or otherwise currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, and the Crimea region of Ukraine); or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5) fiscal years.

2.18 Insurance. Schedule 2.18 of the SPAC Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and SPAC is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of SPAC, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by SPAC. SPAC has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not have a Material Adverse Effect on the SPAC.

2.19 Information Supplied. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit 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 are made, not misleading. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit 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 are made, not misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Target Companies, Merger Sub or any of their respective Affiliates.

2.20 Independent Investigation. SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Merger Sub for such purpose. SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered to SPAC pursuant hereto; and (b) none of the Company, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules) or in any certificate delivered to SPAC pursuant hereto.

2.21 Trust Account. As of December 17, 2021, SPAC has an amount of assets in the Trust Account at least equal to $169,208,418. The funds held in the Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of SPAC, that would entitle any Person (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the holders of SPAC Securities prior to the Merger Effective Time who shall have elected to redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s Public Shareholders) to any portion of the funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem SPAC Class A Shares pursuant to SPAC Organizational Documents. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account.

2.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE II, NEITHER SPAC NOR ANY OTHER PERSON MAKES, AND SPAC EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF SPAC AND ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY, MERGER SUB OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF SPAC AND ITS SUBSIDIARIES BY THE MANAGEMENT OF SPAC OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY AND MERGER SUB IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SPAC ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY AND MERGER SUB IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Article III
REPRESENTATIONS AND WARRANTIES OF MERGER SUB

Except as set forth on the Company Disclosure Schedules, each section of which qualifies the correspondingly numbered representation or warranty specified therein and such other representation or warranty where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on the face of such disclosure, Merger Sub hereby represents and warrants to SPAC, as of the date of this Agreement and as of the Closing, as follows:

3.1 Organization and Standing. Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Merger Sub has heretofore made available to SPAC and the Company accurate and complete copies of the Organizational Documents of Merger Sub as is currently in effect. Merger Sub is not in violation of any provision of its Organizational Documents in any material respect.

3.2 Authorization; Binding Agreement. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors and shareholders of Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.

3.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document to which it is a party or the consummation by such Party of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as expressly contemplated by this Agreement, (c) any filings required with NASDAQ or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on Merger Sub.

3.4 Non-Contravention. The execution and delivery by Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by such Party of the transactions contemplated hereby and thereby, and compliance by Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties or assets of Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Merger Sub.

3.5 Capitalization.

(a) As of the date of this Agreement, Merger Sub is authorized to issue 500,000,000 Merger Sub Ordinary Shares, of which 1 share is issued and outstanding, and is owned by the Company. All such issued and outstanding shares have been, or will be prior to such issuance, duly authorized, validly issued, fully paid and nonassessable and not subject to or issues issued in violation of any purchase option, right of first refusal, preemptive right, subscription right, call option or any similar right. No other shares or other equity interests of Merger Sub are issued, reserved for issuance or outstanding. Prior to giving effect to the transactions contemplated by this Agreement, Merger Sub does not have any Subsidiaries or own any equity interests in any other Person.

(b) Except as set forth in its Organizational Documents, Merger Sub (i) has not granted any registration rights or information rights to any Person, (ii) has not granted any phantom shares and there are no voting or similar agreements entered into by Merger Sub which relate to its respective capital or equity interests (iii) has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for voting interests of Merger Sub or equity interests of Merger Sub) with the owners or holders of Merger Sub on any matter or any agreements to issues such bonds, debentures, notes or other obligations and (iv) have no outstanding contractual obligations to provide funds to, or make any investment (other than the Transactions contemplated herein) in, any other Person.

3.6 Merger Sub Activities. Since its formation, Merger Sub has not engaged in any business activities other than as contemplated by this Agreement, does not own or control, directly or indirectly, any ownership, equity, profits or voting interest in any Person and has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions, and, as of the date of this Agreement, other than this Agreement and the Ancillary Documents to which it is a party, Merger Sub is not party to or bound by any Contract.

3.7 Compliance with Laws. Merger Sub is not, nor since the date of its formation, has not been, in conflict or non-compliance with, or in default or violation of, any Laws applicable to it. Merger Sub, has not, since the date of its formation, received any written or, to the Knowledge of the Company, oral notice of, is under investigation with respect to, any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it is or was bound.

3.8 Actions; Orders; Permits. There is no pending or, to the Knowledge of the Company, threatened Action to which Merger Sub is subject and no such Action has been brought or, to the Knowledge of the Company, threatened since the date of its formation. There is no Action that Merger Sub has pending against any other Person. Merger Sub, is not subject to any Orders of any Governmental Authority, nor, to the Knowledge of the Company, are any such Orders pending and no such Order has been brought or, to the Knowledge of the Company, has been threatened since the date of its formation. Merger Sub holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.

3.9 Transactions with Related Persons. There are no transactions, Contracts or understandings between Merger Sub on the one hand, and any Related Person of such party, on the other hand, either (a) currently in effect or (b) that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

3.10 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Merger Sub.

3.11 Investment Company Act. Merger Sub is not an “investment company” or, a Person directly or indirectly controlled by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meanings of the Investment Company Act.

3.12 Intended Tax Treatment. Merger Sub has been classified as an association taxable as a corporation under Treasury Regulation Section 301.7701-3 with an effective date of the date of formation of Merger Sub and has not subsequently changed such classification. Merger Sub has not taken any action (nor permitted any action to be taken), or is aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment.

3.13 Information Supplied. None of the information supplied or to be supplied by Merger Sub expressly for inclusion or incorporation by reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit 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 are made, not misleading. None of the information supplied or to be supplied by Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit 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 are made, not misleading. Notwithstanding the foregoing, Merger Sub does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Target Companies or any of their respective Affiliates.

3.14 Independent Investigation. Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and SPAC for such purpose. Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure Schedules) and in any certificate delivered to the Company or Merger Sub pursuant hereto or SPAC for the Registration Statement; and (b) none of the Company, SPAC or their respective Representatives have made any representation or warranty as to the Target Companies, SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure Schedules) or in any certificate delivered to the Company or Merger Sub pursuant hereto.

3.15 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC, THE COMPANY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, NEITHER MERGER SUB NOR ANY OTHER PERSON MAKES, AND MERGER SUB EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF MERGER SUB THAT HAVE BEEN MADE AVAILABLE TO SPAC OR THE COMPANY OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF MERGER SUB BY THE MANAGEMENT OF MERGER SUB OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC AND THE COMPANY IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY MERGER SUB ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF MERGER SUB, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC AND THE COMPANY IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to SPAC on the date of this Agreement (the “Company Disclosure Schedules”), each section of which qualifies the correspondingly numbered representation or warranty specified therein and such other representation or warranty where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on the face of such disclosure, the Company hereby represents and warrants to SPAC and Merger Sub, as of the date of this Agreement and as of the Closing as follows:

4.1 Organization and Standing. The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. The Company has all requisite corporate or other entity power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each other Target Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted as of the date of this Agreement. Each Target Company is duly qualified or licensed and in good standing (to the extent that such concept applies) in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except if the failure to be so qualified or licensed or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Schedule 4.1 of the Company Disclosure Schedules lists all jurisdictions in which any Target Company is so licensed to conduct business and all names other than its legal name under which any Target Company does business. The Company has made available to SPAC accurate and complete copies of the Organizational Documents of each Target Company, each as amended to date and as currently in effect as of the date of this Agreement. No Target Company is in violation of any provision of its Organizational Documents in any material respect.

4.2 Authorization; Binding Agreement. Subject to filing the Amended Organizational Documents, the Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and shareholders of the Company (as applicable) in accordance with the Company Organizational Documents, the Cayman Act and any other applicable Law, and (b) no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is a party shall be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. Other than with respect to the approval of the Recapitalization, the Target Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Target Voting Agreements are in full force and effect, subject to the Enforceability Exceptions.

4.3 Capitalization.

(a) The authorized share capital of the Company is $19,920,000 divided into: (i) 14,000,000 Company Ordinary Shares; (ii) 1,650,000 Company Series A Preferred Shares; (iii) 1,600,000 Company Series B Preferred Shares; (iv) 1,220,000 Company Series C Preferred Shares; and (v) 1,450,000 Company Series D Preferred Shares. The issued and outstanding shares of the Company as of the date of this Agreement consist of (i) 6,191,100 Company Ordinary Shares; (ii) 1,639,344 Company Series A Preferred Shares; (iii) 1,558,312 Company Series B Preferred Shares; (iv) 1,182,926 Company Series C Preferred Shares; and (v) 1,432,665 Company Series D Preferred Shares, and there are no other authorized, issued or outstanding equity interests of the Company. All of the outstanding shares and other equity interests of the Company (i) have been duly authorized and validly issued, are fully paid and non-assessable, (ii) except as set out in the Company Organizational Documents, are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Act, any other applicable Law or any Contract to which the Company is a party or by which the Company is bound and (iii) as of the date of this Agreement are owned legally and of record by the Persons set forth on Schedule 4.3(a) of the Company Disclosure Schedules. None of the outstanding Company Shares has been issued in violation of any applicable securities Laws. The Company does not, directly or indirectly, hold any of its shares or other equity interests in treasury.

(b) As of the date of this Agreement, the Company has reserved 1,627,236 Company Ordinary Shares for issuance to, among others, officers, directors, employees and consultants of the Company pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of directors. As of the date of this Agreement, of such Company Ordinary Shares reserved for issuance under the Company Equity Plan, (x) 1,627,236 of such shares are reserved for issuance upon exercise of currently outstanding Company Options granted under the Company Equity Plan, (y) 921,100 of such shares are currently issued and outstanding that were issued upon exercise of options previously granted under the Company Equity Plan, and (z) none of such shares remain available for future awards permitted under the Company Equity Plan. The Company has made available to SPAC a true and complete schedule setting forth each outstanding Company Option granted under the Company Equity Plan as of the date of this Agreement and, as applicable: (a) the name of the holder of such grant; (b) the number of Company Ordinary Shares subject to such grant; (c) the exercise price (or similar economic term) of such grant; (d) the applicable vesting schedule of such grant; and (e) the date on which such grant expires.

(c) Other than the Company Shares, and the Company Options or except as set forth in the Company Organizational Documents or Schedule 4.3(c) of the Company Disclosure Schedules or with respect to the Recapitalization, there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents) (A) relating to the issued or unissued securities of the Company or (B) obligating the Company to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any shares, or (C) obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for any shares. Other than as expressly set forth in this Agreement or with respect to the Recapitalization, there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or shares of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth on Schedule 4.3(c), there are no shareholders agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of the Company’s equity interests. Except as contemplated by this Agreement including with regard to the Recapitalization, as a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(d) Since the Lookback Date, no Target Company has declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of such Target Company, and the board of directors of such Target Company has not authorized any of the foregoing.

4.4 Subsidiaries. Schedule 4.4 of the Company Disclosure Schedules contains a complete and accurate list of each Subsidiary of the Company as of the date of this Agreement and, with respect to each Subsidiary, (a) its name and jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Target Companies free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents or applicable securities Laws). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to is equity holders or repay any debt owed to another Target Company. As of the date of this Agreement, except for the equity interests of the Subsidiaries listed on Schedule 4.4 of the Company Disclosure Schedules and Merger Sub, the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. None of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement.

4.5 Governmental Approvals. No Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than (a) such filings as expressly contemplated by this Agreement, (b) pursuant to Antitrust Laws, (c) any filings required with NASDAQ or the SEC with respect to the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

4.6 Non-Contravention. Except for the filing of the Amended Organizational Documents, the execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is a party, and the consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate, or constitute a default under, any provision of such Target Company Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Target Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties or assets of such Target Company under, (viii) give rise to any obligation to provide notice to, or obtain any third party Consent from, any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

4.7 Financial Statements.

(a) Schedule 4.7(a) of the Company Disclosure Schedules contains true and correct copies of the Audited Financial Statements and the Interim Financial Statements. The Audited Financial Statements and the Interim Financial Statements (A) were prepared from the books and records of the Target Companies as of the times and for the periods referred to therein, (B) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except as may be indicated in the notes thereto), and (C) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations of the Target Companies for the periods indicated, except that the Interim Financial Statements (x) are subject to normal year-end adjustments and (y) do not include footnotes required under IFRS. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(b) Schedule 4.7(b) of the Company Disclosure Schedules contains true and correct copies of the PCAOB Audited Financial Statements; provided that, such PCAOB Audited Financial Statements do not contain the signed report of the PCAOB qualified auditor. The PCAOB Audited Financial Statements, (A) were prepared from the books and records of the Target Companies as of the times and for the periods referred to therein, (B) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except as may be indicated in the notes thereto), and (C) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated.

(c) No Target Company is subject to any Liabilities, except (i) as set forth on the consolidated balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company Financials, (ii) as set forth on Schedule 4.7(c) of the Company Disclosure Schedules, and (iii) for Liabilities incurred after the Interim Balance Sheet Date in the Ordinary Course of Business, which Liabilities are not, individually or in the aggregate, material to the Target Companies taken as a whole.

(d) Each Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. No Target Company has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of any Target Company. In the past five (5) years, no Target Company or, to the Knowledge of the Company, its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.

(e) The Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(e), which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. No Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any Lien on their respective properties or assets.

(f) All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent valid obligations to a Target Company arising from its business.

4.8 Absence of Certain Changes. Since the Lookback Date to the date of this Agreement, each Target Company has (a) conducted its business only in the Ordinary Course of Business, and (b) not been subject to a Material Adverse Effect.

4.9 Compliance with Laws. No Target Company is, or since January 1, 2017, has been, in conflict or non-compliance with, or in default or violation of, any Laws applicable to it or the conduct of its business, except as would not be material to the Target Companies taken as a whole. No Target Company has, since January 1, 2017, received any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it is or any of its properties, assets, employees, business or operations are or were bound or affected, except as would not, individually or in the aggregate, reasonably be expected to result in Liabilities that are material to the Target Companies taken as a whole.

4.10 Company Permits. Each Target Company holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted as of the date of this Agreement and to own, lease and operate its assets and properties (collectively, the “Company Permits”). The Company has made available to the SPAC true, correct and complete copies of all material Company Permits, all of which are in full force and effect and no suspension or cancellation of any of the Company is pending or, the Company’s knowledge, threatened, except where the failure to hold such Company Permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Schedule 4.10 of the Company Disclosure Schedules correctly lists each material Company Permit, together with the name of the Governmental Authority issuing the same. No Target Company is in violation of the terms of any Company Permit except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Since January 1, 2016, no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating to the revocation or modification of any Company Permit except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

4.11 Litigation. As of the date of this Agreement, there is no material, and in the past five (5) years, there has been no, pending or, to the Knowledge of each Target Company, threatened Actions by, against or affecting such Target Company or any of their properties, rights or assets, in each case, that would reasonably be expected to (a) relate to any Target Company’s information privacy or data security practices relating to personal information of consumers, including with respect to the access, disclosure or use of personal information maintained by or on behalf of any Target Company or using Target Company’s Software, products, or services, or products or services that include Target Company’s Software or (b) Order now pending or outstanding, in either case of (a) or (b), against any Target Company, or its directors or officers (in their capacity as such) or its business or assets or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transaction contemplated hereby or by any Ancillary Document or (c) involve an amount in controversy (not counting insurance deductibles) of at least $500,000. There is no, and in the past five (5) years there has been no, Order imposed upon or, to the Knowledge of such Target Company, threatened against such Target Company or any of their properties, rights or assets that would reasonably be expected to have a Material Adverse Effect on the Target Company. No Target Company nor any of their respective Subsidiaries is party to a settlement or similar agreement regarding any of the matters set forth in the two preceding sentences that contains any ongoing obligations, restrictions, or liabilities (of any nature) that would reasonably be expected to be, individually or in the aggregate, material to such Target Companies taken as a whole.

4.12 Material Contracts.

(a) Schedule 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of, and the Company has made available to SPAC true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound (each Contract required to be set forth on Schedule 4.12(a) of the Company Disclosure Schedules, a “Company Material Contract”) that:

(i) contains covenants that limit in any material respect the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person;

(ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, non-wholly-owned limited liability company or other similar agreement or arrangement, or involving the sharing of profits or losses;

(iii) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount in excess of $1,000,000 (other than those incurred in the Ordinary Course of Business);

(iv) involves the lease, license, sale, use acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or assets with an aggregate value in excess of $1,000,000 (other than in the Ordinary Course of Business) or shares or other equity interests of any Target Company or another Person;

(v) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets with a value above $1,000,000 or the sale of any Target Company or its business or material assets with a value above $1,000,000;

(vi) by its terms, individually or with all related Contracts, requires aggregate payments or receipts by the Target Companies under such Contract or Contracts of at least $1,000,000 per year or $1,000,000 in the aggregate;

(vii) obligates the Target Companies to (A) provide a guarantee of obligations of a third party after the date of this Agreement in excess of $1,000,000 or (B) indemnification arrangements and other hold harmless arrangements made or provided by any Target Company to a third party, in each case, other than those incurred in the Ordinary Course of Business;

(viii) obligates the Target Companies to make any capital commitment or expenditure in excess of $5,000,000 (including pursuant to any joint venture);

(ix) relates to the waiver, compromise, conciliation, settlement or similar resolution of any Action under which any Target Company has material outstanding obligations (other than customary confidentiality or non-disparagement obligations);

(x) is an employment or engagement Contract with any officer, director, employee, consultant or individual independent contractor of any Target Company under which any Target Company (A) has continuing obligations for payment of annual base compensation of at least $200,000, or (B) has severance or post-termination obligations in excess of $200,000 as measured as of the date of this Agreement (other than at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and indemnification agreements;

(xi) relates to the voting or control of the equity interests of the Target Companies or the election of directors of the Target Company (other than the Organizational Documents of the Target Companies);

(xii) relates to benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or independent contractor of any Target Company that will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement;

(xiii) is between any Target Company, on one hand, and any Related Person, on the other hand;

(xiv) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant;

(xv) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(xvi) is with any Top Customer or Top Supplier;

(xvii) provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

(xviii) relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $500,000 per year;

(xix) relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations); or

(xx) is between any Target Company, on the one hand, any Governmental Authority, on the other hand, with payments to or from the Target Companies in the aggregate of at least $1,000,000.

(b) With respect to each Company Material Contract: (i) such Company Material Contract was entered into at arms’ length and in the Ordinary Course of Business; (ii) such Company Material Contract is legal, valid and binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Company Material Contract; (iv) no Target Company is in material breach or default, and to the Knowledge of the Company, no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (v) to the Knowledge of the Company, no other party to such Company Material Contract is in material breach or default, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (vi) no Target Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect any Target Company in any material respect; and (vii) no Target Company has waived any material rights under any such Company Material Contract.

4.13 Intellectual Property.

(a) Schedule 4.13(a)(i) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, all Patents, Trademarks, Copyrights and Internet Assets owned by, registered or issued to, or applied for in the name of a Target Company (“Company Registered IP”), specifying as to each item, as applicable: (A) the title of the item, if applicable, (B) the owner, registrant, applicant, or assignee (as applicable) of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers, filing dates, status and next action due within the next six (6) months. Schedule 4.13(a)(ii) of the Company Disclosure Schedules sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions of the Target Companies’ (“Company IP Licenses”) (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software that is available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $200,000 per year for any such item of Software or group of related items of Software, which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property. Each Target Company owns, free and clear of all Liens (other than Permitted Liens) each item of Company Registered IP that is claimed to be owned by, registered in the name of, issued to, or applied for in the name of, such Target Company as set forth in Schedule 4.13(a)(i) of the Company Disclosure Schedules and to the Knowledge of the Target Companies, all Company Registered IP used in the Company’s business as currently conducted is subsisting, valid, and enforceable and free from any material defects in form or in preparation and filing and prosecution and is being diligently prosecuted. All material Company Registered IP, and, to the Knowledge of the Company, the Company Trade Secrets are owned exclusively by the applicable Target Company and to the Knowledge of the Target Companies, Company Trade Secrets are subsisting, valid and enforceable.

(b) Each Target Company has a valid and enforceable license to use all material Intellectual Property that is the subject of the Company IP Licenses applicable to such Target Company. To the Knowledge of the Company, the Company IP Licenses and Company Registered IP include all of the licenses, sublicenses and other agreements or permissions and rights for Intellectual Property necessary to operate the Target Companies as conducted as of the date of this Agreement. All Software developed by or for a Target Company and used in a Target Company’s business as presently conducted and all Copyrights and, to the Knowledge of the Target Companies, the Trade Secrets in such Software are either owned exclusively by a Target Company, or are otherwise used pursuant to a valid license or other enforceable right (including any applicable open source Software license). Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company: (x) none of the Software used in the business of any of the Target Companies is a “bootleg” version or unauthorized copy; and (y) to the Knowledge of the Company, no such unauthorized Software is used in the business of any Target Company. The Software and other information technology that are used the operation of the businesses of the Target Companies as conducted as of the date of this Agreement: (i) are in satisfactory working order (apart from any that is under development); and (ii) have reasonable security, backups, disaster recovery arrangements, and hardware and software support.

(c) None of the Company Registered IP, or other Intellectual Property used in the businesses of the Target Companies as conducted as of the date of this Agreement and owned or claimed to be owned by the any Target Company (collectively, “Company IP”) (i) are subject to any action challenging the validity, enforceability, or ownership of such Intellectual Property before any Governmental Authority or arbitration entity, and (ii) to the Knowledge of the Company are or have been subject to any written threats or claims of estoppel, invalidity, or other unenforceability. Without limitation on the preceding representations and warranties:

(i) No proceeding or action before any Governmental Authority is pending or, to the Knowledge of the Company, threatened in writing against a Target Company that challenges the validity, enforceability, ownership, or right to use, sell, license or sublicense any Company IP.

(ii) During the past three (3) years, no Target Company or, has received any written notice or claim asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person in material respects is occurring or has occurred, in each case, as a consequence of the business activities of any Target Company. To the Knowledge of the Target Companies, the Target Companies have rights to all Intellectual Property necessary to conduct its business as currently operated.

(iii) There are no Orders to which any Target Company is a party or is otherwise bound that restrict the rights of a Target Company to use, transfer, license or enforce any material Intellectual Property owned by a Target Company.

(iv) To the Knowledge of the Company, no Target Company is currently infringing as of the date of this Agreement, or has, in the past three (3) years: (x) infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect that is reasonably likely to result in a material Liability to any of the Target Companies, nor (y) been the subject of any written and unresolved noticed or threatened claim of misappropriation or violation of any Intellectual Property of another Person.

(v) To the Knowledge of the Company, none of the Software used in the business of a Target Company as presently conducted with respect to which copyrights are included in the Company IP is subject to any term or condition of an open source Software license that as used by a Target Company requires or purports to require release of such source code included in the Company IP to third parties.

(vi) To the Knowledge of the Company, no third party is infringing upon, misappropriating or otherwise violating any Company IP.

(d) All employees and independent contractors of a Target Company who develop Software used in the business of the Target Companies as presently conducted or planned to be conducted have assigned to such Target Company Intellectual Property arising from the services performed for a Target Company by such Persons that is included in the Company IP. No current or former officers, employees or independent contractors of a Target Company have claimed in writing any ownership interest in any material Intellectual Property owned by a Target Company. The Company has made available to SPAC true and complete copies of templates of written Contracts used by the Target Companies under which employees and independent contractors of a Target Company assigned the Intellectual Property developed for such Target Company, and to the Knowledge of the Company all such employee and independent contractors have signed such agreements and the Company has maintained records of such signed agreements. Each Target Company has taken commercially reasonable security measures for the purposes of protecting the secrecy and confidentiality of the Trade Secrets included in Company IP and to the Knowledge of the Company, all such Trade Secrets are valid, subsisting and enforceable.

(e) To the Knowledge of the Company, during the past three (3) years, (i) no Person has obtained unauthorized access to third party personal information and data regarding individuals that are protected by applicable data privacy Law, in the possession of a Target Company and used or generated by the businesses of Target Companies as conducted as of the date of this Agreement, and (ii) nor has there been any other material compromise of the security, confidentiality or integrity of such information or data.

(f) Except as would not result in Liabilities that are material to the Target Companies taken as a whole, the consummation of any of the transactions contemplated by this Agreement will not result in the breach, modification, cancellation, termination, suspension of, or acceleration of any payments by a Target Company under, or release of source code for software included in Company IP because of: (i) any Contract providing for the license granted by a Target Company to a third party to use Intellectual Property owned by a Target Company, or (ii) any Company IP License. Except as would not result in Liabilities that are material to the Target Companies taken as a whole, following the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’ rights under such Contracts or Company IP Licenses to the same or similar extent that the Target Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred.

(g) Notwithstanding anything to the contrary herein, the representations and warranties in this Section 4.13 are the sole and exclusive representations and warranties of the Company concerning Intellectual Property matters.

4.14 Privacy and Data Security.

(a) Except as would not result in Liabilities that are material to the Target Companies taken as a whole, to the extent that a Target Company collects or stores any personally identifiable information (“PII”) from third party individual persons as of the date of this Agreement, such Target Company has a privacy policy (which may be a group wide policy covering affiliated entities) regarding the collection, use, storage and disclosure of such PII in connection with the operation of the its business as conducted as of the date of this Agreement, and each Target Company is and has been in compliance with any such privacy policy applicable to it.

(b) Except as would not result in Liabilities that are material to the Target Companies taken as a whole, the Target Companies taken as a whole, all Target Companies have complied at all times in all respects with all applicable Laws regarding the collection, retention, use and protection of PII. There is no claim pending or threatened in writing against any Target Company regarding any violation of or noncompliance with such applicable Laws.

(c) Except as would not result in Liabilities that are material to the Target Companies taken as a whole, the Target Companies are in compliance with the terms of all contracts to which such Target Company or Target Companies are a party related to data privacy, security or breach notification (including provisions that impose conditions or restrictions on the collection, use, disclosure, transmission, destruction, maintenance, storage or safeguarding of PII).

(d) To the Knowledge of the Company, in the last three (3) years, none of the Target Companies have experienced any loss, damage, or unauthorized access, disclosure, use or breach of security of any PII in their possession, custody or control, or otherwise held or processed on their behalf.

(e) To the Knowledge of the Company, in the last three (3) years, there has been no unauthorized material access, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Target Company’s information technology systems, that has caused or could reasonably be expected to cause any: (i) material disruption of or interruption in or to the use of such systems or the conduct of the business of any Target Company; or (ii) material loss, destruction, damage or harm to any Target Company or any of their material operations, personnel, property or other material assets. Each Target Company has taken reasonable actions, consistent with applicable laws and regulations of the relevant jurisdictions, to protect the integrity and security of the PII.

4.15 Taxes and Returns.

(a) No Target Company has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares intended to qualify for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(b) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.

(c) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes and there are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return outside of the Ordinary Course of Business.

(d) No Target Company has any material Liability for the Taxes of any Person (other than a Target Company or any of its current Affiliates) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local or non-United States Law). No Target Company has any material Liability for the Taxes of another Person (other than a Target Company or any of its current Affiliates) as a transferee or successor or by Contract (other than any Contract the principal purpose of which does not relate to Taxes).

(e) No Target Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(f) Neither the Company, nor any Person related to the Company (within the meaning of Treasury Regulations Section 1.368-1(e)(4), without regard to Treasury Regulations Section 1.368-1(e)(4)(i)(A)) has any plan or intention at the Merger Effective Time to acquire or redeem, either directly or through any transaction, agreement, or arrangement with any other Person, any Company Ordinary Shares issued to any equityholder of SPAC pursuant to this Agreement. The Company has no plan or intention to cause the Surviving Company after the Merger to issue additional shares of the Surviving Company that would result in the Company losing “control” of the Surviving Company within the meaning of Section 368(c) of the Code. The Company has no plan or intention at the Merger Effective Time to cause the Surviving Company to cease its separate legal existence for U.S. federal income tax purposes after the Merger. The Company’s principal reason for participating in the Merger is a bona fide business purpose not related to Taxes. The Company has neither taken nor agreed to take any action not contemplated by this Agreement and/or any Ancillary Document that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the Knowledge of the Company and any Target Company, no facts or circumstances exist that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

(g) Except as would not reasonably be expected result in any material Liability on the Target Companies, taken as a whole:

(i) Each Target Company has timely filed, or caused to be timely filed, all Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with IFRS.

(ii) The Target Companies have complied in all respects with all Laws relating to the withholding and remittance of all amounts of Taxes, and all amounts of Taxes required by any Law to be withheld by the Target Companies have been withheld and paid over to the appropriate Governmental Authority.

(iii) Within the last five (5) years, no claim has been made by any Governmental Authority in a jurisdiction in which any Target Company does not file Tax Returns that it is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

(iv) There are no claims, assessments, audits, examinations, investigations or other Actions pending against any Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against such Target Company (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established in accordance with IFRS).

(v) No Target Company has received any written or, to the Knowledge of the Company, other communication from a taxing authority alleging that such Target Company (x) should be classified as having a permanent establishment (within the meaning of an applicable Tax treaty), or (y) otherwise has an office, fixed place of business, trade or business, or taxable presence in a country other than the country in which it is organized.

(vi) No Target Company is currently as of the date of this Agreement being audited by any Tax authority or has been notified in writing by any Tax authority that any such audit is contemplated or pending.

(h) Notwithstanding anything to the contrary herein, the representations and warranties in this Section 4.15 and Section 4.18 are the sole and exclusive representations and warranties of the Company concerning Tax matters.

4.16 Title; Real Property.

(a) Except with respect to Intellectual Property (which is addressed by Section 4.13), (i) the Target Companies have good, valid and marketable title in and to, or in the case of the Personal Property or assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of their Personal Property and material assets reflected on the Interim Financial Statements or acquired after the date of the Interim Financial Statements, and (ii) no such material Personal Property or asset is subject to any Liens other than Permitted Liens. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the business of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted. For clarity, the only representations being provided with respect to non-infringement of Intellectual Property are recited in Sections 4.13(c)(ii), 4.13(c)(iv) and 4.13(c)(vi).

(b) Schedule 4.16 of the Company Disclosure Schedules contains a complete and accurate list as of the date of this Agreement of all premises currently leased or subleased by a Target Company for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements and documents as of the date of this Agreement related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company has provided to SPAC a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable against the Target Company party thereto and, to the Knowledge of the Company, each other party thereto, in accordance with their terms, and are in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company Real Property Leases, and no Target Company has received any written notice of any such condition.

(c) Schedule 4.16(c) of the Company Disclosure Schedules contains a complete and accurate list as of the date of this Agreement of all premises currently owned by the Target Companies (collectively, the “Company Owned Real Properties”). Each Target Company has good and valid title (free from any Liens other than Permitted Liens) to all the Company Owned Real Properties. Each Target Company has obtained all permits, licenses, consents, approvals, certificates, qualifications, specifications, registrations or other authorizations, or filings of a notification, reports or assessments concerned with the Company Owned Real Properties, or their ownership, occupation, building of structures or buildings, possession or existing use and operation (each, a “Property Permit”) except where the failure to obtain a Property Permit would not reasonably be expected to have a Material Adverse Effect on the Company. Each Target Company has complied with the terms and conditions of each Property Permit and has performed and complied with each obligation, condition, restriction, agreement and legal and administrative requirement affecting the Company Owned Real Properties, their ownership, occupation, possession or existing use and operation, except where the failure to perform or comply would not be reasonably expected to have a Material Adverse Effect on the Company.

4.17 Employee and Labor Matters.

(a) The Target Companies have for the last three (3) years materially complied, and are in material compliance with, all applicable Laws regarding employment, terms and conditions of employment and wages and hours, including those relating to discrimination, harassment, retaliation, leaves of absence, payroll and withholding taxes, immigration, occupational safety and health in the workplace (including applicable workplace orders regarding COVID-19), hours of work, payment of wages and overtime, meal and rest periods, notice and severance obligations, termination of employment, and mandatory insurance and pension (if applicable). As of the date of this Agreement, no Target Company employs or has agreed to employ any Person who is not permitted to work in the jurisdiction in which such Person was employed. None of the Target Companies has any direct or indirect material liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or as, if applicable, an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938 or comparable state law).

(b) The Company has provided to SPAC, in each case, as of June 30, 2021, (i) a true and complete list of the Target Companies’ employees; (ii) the base compensation of each such employee; (iii) each such employee’s eligibility for bonus, commissions, or other incentive pay; (iv) the job title of each such employee; (v) the work location of each such employee; (vi) the classification of each such employee as exempt or non-exempt for purposes of applicable wage payment Laws (if any) ; and (v) the applicable statutory pension plan that the employees are enrolled in.

(c) Schedule 4.17(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) a true and complete list of all of the Target Companies’ contractors or consultants who are providing services on an individual basis; and (ii) a description of fees and services for each such consultant or contractor.

(d) There are no charges, audits, investigations, grievances, or complaint proceedings pending, or, to the Knowledge of the Company, threatened, against the Target Companies before any worker’s compensation board or any international, federal, state, or local agency responsible for the prevention of unlawful employment, occupational safety and health, or wage and hour practices. To the Knowledge of the Company, no Target Company has received notice from any governmental agency evidencing its intent to conduct an audit or an investigation relating to any employees or employment law compliance, occupational safety, or wage payment practices, and no such investigations are as of the date of this Agreement currently in progress.

(e) No Target Company is a party to any collective bargaining agreement or other Contract with any labor union, works council, employee association, or other labor organization. There has not been any actual or, to the Knowledge of the Company, threatened strike, lockout, or other material labor dispute against any Target Company since the Lookback Date. There are no grievance or arbitration proceedings against any Target Company pending or, to the Knowledge of the Company, threatened.

4.18 Benefit Plans.

(a) Set forth on Schedule 4.18(a) of the Company Disclosure Schedules is a true and complete list of each Foreign Plan and Benefit Plan maintained, sponsored or contributed to by a Target Company or with respect to which a Target Company has any Liability (each, a “Company Benefit Plan”).

(b) The Company has made available to SPAC, if applicable, copies of (i) the current plan document for each Company Benefit Plan (or a written summary if a plan document is not available) and any amendments thereto, and any related insurance policies, trust agreements and other funding arrangements, (ii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required and any summary of material modifications thereto, (iii) the most recent favorable determination, opinion or advisory letter, as applicable, from the IRS with respect to each Company Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) the three (3) most recent annual reports (Form 5500 series) with respect to any Company Benefit Plan, (v) the most recent financial statements with respect to any Company Benefit Plan, (vi) all notices that were issued by, or non-routine correspondence received from, the IRS, U.S. Department of Labor, or any other Governmental Authority with respect to any Company Benefit Plan within the last three years, and (vii) any material associated administrative agreements with respect to any Company Benefit Plan, in each case, as of the date of this Agreement.

(c) Each Company Benefit Plan has been adopted, established, registered (where required) administered, maintained and operated in material compliance with its terms and the requirements of applicable Law. Each Company Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (“IRS”) or is in the form of a prototype or volume submitter plan with respect to which the IRS has issued a favorable opinion or advisory letter, as applicable, and to the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to result in the loss of any such qualified status of such Company Benefit Plan. All contributions or premiums required to be remitted by the applicable Target Company under the terms of each Company Benefit Plan, or by applicable Law, have been remitted in a timely fashion in accordance with applicable Law and the terms of the applicable Company Benefit Plan, and all Liabilities of the Target Companies related to all Company Benefit Plans have been fully and accurately disclosed in accordance with applicable accounting principles. In the last three (3) years, no Target Company nor any ERISA Affiliate has incurred or is reasonably expected to incur any Liability for any Tax imposed under Chapter 43 of the Code or civil Liability under Section 502(i) or (l) of ERISA.

(d) No Company Benefit Plan is, and no Target Company nor any ERISA Affiliate have ever sponsored, maintained, or contributed to, a (i) “defined benefit plan” (as defined in Section 3(35) of ERISA) or “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), in each case, that is or was subject to Section 412 of the Code or Title IV of ERISA, or (ii) multiple employer plan described in Section 413(b) or (c) of the Code or Section 210 of ERISA.

(e) No Company Benefit Plan (i) is a nonqualified deferred compensation plan within the meaning of Section 409A(d)(1) of the Code, (ii) is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA (whether or not subject thereto), (iii) provides medical or life insurance benefits beyond termination of employment, except as required by applicable Law or until the end of the month of termination, or (iv) provides for any reimbursement, indemnity or gross-up to compensate an employee for any Tax Liability. No Target Company has any Liability under Title IV of ERISA or on account of at any time being considered a single employer under Section 414 of the Code with any other Person.

(f) Each Target Company and each Company Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) is and has been in compliance, in all material respects, with the Patient Protection and Affordable Care Act of 2010 (“PPACA”), and no event has occurred, and no condition or circumstance exists, that could reasonably be expected to subject the Company, any ERISA Affiliate or any Health Plan to any material Liability for penalties or excise Taxes under Sections 4980D or 4980H of the Code or any other provision of the PPACA.

(g) The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any director, employee or individual independent contractor of a Target Company to severance pay or other payment, benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any director, employee or individual independent contractor of a Target Company; (iii) give rise to any forgiveness of indebtedness of any director, employee or individual independent contractor of a Target Company for amounts due or owing to a Target Company; or (iv) cause any Target Company to transfer or set aside any assets to fund any benefits under any Company Benefit Plan.

(h) There are no pending audits or investigations by any Governmental Authority involving any Company Benefit Plan and, to the Knowledge of the Company, no threatened or pending material claims (except for individual claims for benefits payable in the normal operations of the Company Benefit Plans, as applicable), suits or proceedings involving any Company Benefit Plan, nor, to the Knowledge of the Company, are there any facts which could reasonably give rise to any material Liability in the event of any such audit, investigation, claim, suit or proceeding.

4.19 Transactions with Related Persons. No Target Company nor any of its Affiliates, nor any Related Person is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). No Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.

4.20 Certain Business Practices.

(a) Since January 1, 2017, no Target Company, nor, to the Knowledge of the Company, any of their respective Representatives acting on their behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law or (iii) made any other unlawful payment. Since January 1, 2017, Target Company, nor, to the Knowledge of the Company, any of their respective Representatives acting on their behalf has directly or, knowingly, indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or any other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction.

(b) Since January 1, 2017, the operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions that govern the operations of the Target Company, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction on the Target Companies, and no Action involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(c) No Target Company or any of their respective directors, officers or employees, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently, or has been in the last five (5) years, (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, and the Crimea region of Ukraine); or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and no Target Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State since the Lookback Date.

4.21 Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act.

4.22 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any Target Company.

4.23 Insurance. Schedule 4.23 of the Company Disclosure Schedules lists all material insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by any Target Company relating to such Target Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to SPAC. All premiums due and payable under all such insurance policies have been timely paid and the applicable Target Company is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Company, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. Except as set forth on Schedule 4.23 of the Company Disclosure Schedules, there have been no insurance claims made by the Target Companies. Since the Lookback Date, each Target Company has reported to its insurers all material claims and pending circumstances that would reasonably be expected to result in a claim.

4.24 Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit 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 are made, not misleading. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit 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 are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC or its Affiliates.

4.25 Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of SPAC and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of SPAC and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of SPAC and Merger Sub set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of SPAC or Merger Sub for the Registration Statement; and (b) none of SPAC, Merger Sub or their respective Representatives have made any representation or warranty as to SPAC or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

4.26 Top Customers and Suppliers. Schedule 4.26 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2020 and (b) the period from January 1, 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. (i) No Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to the Knowledge of the Company, no Top Supplier or Top Customer intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, and (iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer.

4.27 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY AND ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO SPAC OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Article V
COVENANTS

5.1 Access and Information.

(a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing Date (the “Interim Period”), subject to Section 5.11, each of the Target Companies and Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of the Target Companies and Merger Sub as SPAC or its Representatives may reasonably request regarding the Target Companies, Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Target Companies and Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation, and, except as provided in Section 5.11, the Target Companies and Merger Sub are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

(b) During the Interim Period, subject to Section 5.11, SPAC shall give, and shall cause its Representatives to give, the Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of SPAC or its Subsidiaries, as the Company, Merger Sub or their respective Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause each of SPAC’s Representatives to reasonably cooperate with the Company and Merger Sub and their respective Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries; provided, further, that such access may be limited to the extent SPAC or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of SPAC or its Subsidiaries. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

5.2 Conduct of Business of the Company and Merger Sub.

(a) Unless SPAC shall otherwise consent in writing (including e-mail or other forms of electronic communications) (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document, as set forth on Schedule 5.2(a) of the Company Disclosure Schedules, or as required by applicable Law (including for the avoidance of doubt, any COVID-19 Measures), the Company and Merger Sub shall, and shall cause their respective Subsidiaries to (i) conduct their respective businesses, in all material respects, in the Ordinary Course of Business which, for the avoidance of doubt, shall include any reasonable actions or omission in response to any change, effect, event, occurrence, state of facts or development attributable to COVID-19 or COVID-19 Measures, (ii) use commercially reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their officers and employees providing services to the Target Companies, and to preserve the possession, control and condition of their respective material assets and (iii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees in all material respects.

(b) Notwithstanding anything contained herein to the contrary, except as contemplated by this Agreement (including as contemplated by any PIPE Investment), any Ancillary Document, as set forth on Schedule 5.2(b) of the Company Disclosure Schedules, as required by applicable Law (including for the avoidance of doubt, any COVID-19 Measures), during the Interim Period, without the prior written consent (including e-mail or other forms of electronic communications) of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company or Merger Sub shall, and each shall cause its Subsidiaries to not:

(i) amend, waive or otherwise change, in any respect, its Organizational Documents;

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iii) except in connection with the Recapitalization, sub-divide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any non-cash dividend or other non-cash distribution in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, or pay any cash dividend or other cash distribution;

(iv) incur, create, assume or otherwise become liable for any Indebtedness (which for this purpose excludes trade payables or similar obligations) in excess of $500,000 individually or $1,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the Ordinary Course of Business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $1,000,000 in the aggregate, in each case, except for Indebtedness for which the Target Companies will not have any liability after the Closing;

(v) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than ten percent (10%) without the consent of SPAC, or make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, consistent with past practice, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law or, pursuant to the terms of any Company Benefit Plan;

(vi) other than in connection with the Recapitalization, make or rescind any material election relating to Taxes, settle any claim or Action relating to Taxes, file any amended Tax Return or claim for refund, take any action or knowingly fail to take any action where such action or failure could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with IFRS;

(vii) transfer or license to any Person other than the license of IP in the Ordinary Course of Business or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP or other material Company IP;

(viii) terminate, or waive or assign any material right under, any Company Material Contract, other than the expiration of any Company Material Contract in accordance with its terms;

(ix) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the Ordinary Course of Business;

(x) establish any Subsidiary or enter into any new line of business;

(xi) make any capital expenditures in excess of $500,000 individually for any project or set of related projects or $1,000,000 in the aggregate (excluding, for the avoidance of doubt, incurring any Company Transaction Expenses), unless such amount has been reserved in the Company Financials;

(xii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $1,000,000 in the aggregate (excluding the incurrence of any Company Transaction Expenses or any Liability or obligation pursuant to any of the Company Material Contracts);

(xiii) except in the Ordinary Course of Business, enter into any partnership or joint venture with any Person;

(xiv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xv) fail to maintain its books, accounts and records in all material respects in the Ordinary Course of Business;

(xvi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its material assets, operations and activities in such amount and scope of coverage as are as of the date of this Agreement currently in effect;

(xvii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with IFRS and after consulting with the Company’s outside auditors;

(xviii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Company or its Affiliates) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;

(xix) close or materially reduce its activities, or effect any material layoff or other material personnel reduction or change, at any of its facilities;

(xx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;

(xxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, other than licensing of Intellectual Property in the Ordinary Course of Business;

(xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the Ordinary Course of Business consistent with past practice;

(xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the Ordinary Course of Business); or

(xxiv) enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;

(xxv) enter into, amend, renew, waive or terminate (other than terminations in accordance with their terms) any transaction or Contract in excess of $200,000 with any officer, director, manager, employee, consultant or security holder of any Target Company or any of their Affiliates, other than compensation and benefits and advancement of expenses, in each case, provided in the Ordinary Course of Business or increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than ten percent (10%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice;

(xxvi) commence any Action where the amount claimed exceeds $1,000,000;

(xxvii) (A) establish, enter into, adopt, amend, terminate or increase or accelerate the funding, payment or vesting of the compensation or benefits provided under, any Company Benefit Plan or any other benefit or compensation plan, Contract, program, policy, or arrangement that would be a Company Benefit Plan if in effect on the date of this Agreement (except as may be required by the terms of any of the foregoing as in effect on the date of this Agreement), (B) materially increase the aggregate compensation or benefits of, or loan or advance any money or other property to any employee or current or former independent contractor who is a natural person (other than base salary or hourly wage increases in the Ordinary Course of Business), (C) change the key management structure of any Target Company, including the hiring of additional officers or the termination of existing officers (other than for cause), or (D) grant or promise to grant, any bonuses, change in control payments, deferred compensation, severance, retention, equity or equity-based rights, or other compensatory payments or benefits (other than base salary or hourly wages in the Ordinary Course of Business), to any present or former employee, director, officer, or other service provider who is a natural person; or

(xxviii) authorize or agree to do any of the foregoing actions.

5.3 Conduct of Business of SPAC.

(a) Unless the Company shall otherwise consent in writing (including e-mail or other forms of electronic communications) (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement (including as contemplated by any PIPE Investment) or any Ancillary Document, as set forth on Schedule 5.3(a) of the SPAC Disclosure Schedules, or as required by applicable Law (including for the avoidance of doubt, any COVID-19 Measures), SPAC shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the Ordinary Course of Business which, for the avoidance of doubt, shall include any actions or omission in response to any change, effect, event, occurrence, state of facts or development attributable to COVID-19 or COVID-19 Measures and (ii) use commercially reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors and officers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 5.3, nothing in this Agreement shall prohibit or restrict SPAC from extending one or more times, in accordance with the SPAC Organizational Documents and IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.

(b) Without limiting the generality of Section 5.3(a) and except as contemplated by this Agreement or any Ancillary Document, as set forth on Schedule 5.3(b) of the SPAC Disclosure Schedules, or as required by applicable Law (including for the avoidance of doubt, any COVID-19 Measures), during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:

(i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iii) sub-divide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 individually or $250,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person (provided, that this Section 5.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance (x) its ordinary course administrative costs and expenses and SPAC Transaction Expenses incurred in connection with the consummation of the Transactions (excluding costs and expenses necessary for an Extension (such expenses, “Extension Expenses”), up to aggregate additional Indebtedness during the Interim Period of $500,000) and (y) its Extension Expenses of up to $1,750,000);

(v)  make or rescind any material election relating to Taxes, settle any claim or Action relating to Taxes, file any amended Tax Return or claim for refund, take any action or knowingly fail to take any action where such action or failure could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; provided, that SPAC may, without the consent of the Company, change the accounting treatment of SPAC’s issued and outstanding warrants with respect to the treatment of such warrants as equity rather than liabilities in SPAC’s financial statements;

(vi) amend, waive or otherwise change the Trust Agreement in any manner adverse to SPAC’s ability to consummate the transactions contemplated by this Agreement;

(vii) terminate, waive or assign any material right under any material agreement to which it is a party;

(viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practices;

(ix) establish any Subsidiary or enter into any new line of business;

(x)  fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are as of the date of this Agreement currently in effect;

(xi) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP, and after consulting SPAC’s outside auditors; provided that SPAC may, without the consent of the Company, change the accounting treatment of SPAC’s issued and outstanding warrants with respect to the treatment of such warrants as equity rather than liabilities in SPAC’s financial statements;

(xii) waive, release, assign, settle or compromise any Action (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the SPAC Financials;

(xiii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets;

(xiv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger);

(xv) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate (excluding the incurrence of any SPAC Transaction Expenses, including Extension Expenses);

(xvi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

(xvii) enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;

(xviii) enter into, amend, renew, waive or terminate (other than terminations in accordance with their terms) any transaction or Contract with any officer, director, manager, employee, consultant or security holder of SPAC or any of their Affiliates;

(xix) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; or

(xx) authorize or agree to do any of the foregoing actions.

5.4  Annual and Interim Financial Statements. During the Interim Period, within thirty (30) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Companies for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year. From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited consolidated financial statements of the Target Companies that the Target Companies’ certified public accountants may issue.

5.5  Redemptions; PIPE Investment. During the Interim Period, the Parties will use their reasonable best efforts to minimize the amount of funds in the Trust Account redeemed by SPAC’s shareholders in the Redemption. Without limiting anything to the contrary contained herein, during the Interim Period, in addition to the Amended Subscription Agreements, the SPAC may (and if requested by SPAC, the Company shall) enter into additional financing agreements reasonably necessary to satisfy the condition set forth in Section 7.2(d) (any such agreements, “Additional Financing Agreements”, and together with the Amended Subscription Agreements, the “Financing Agreements”, and the financing contemplated by the Financing Agreements, the “PIPE Investment”) on terms and conditions that either are not materially worse to the interests of the Company Security Holders, taken as a whole, than those set forth in the Amended Subscription Agreement or are otherwise on such terms as SPAC and the Company shall reasonably agree (with the Company’s agreement thereto not to be unreasonably withheld, conditioned or delayed) and, if requested by the SPAC, the Company shall, and shall cause its Representatives to, reasonably cooperate with the SPAC in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the SPAC). SPAC and the Company shall use their reasonable best efforts to consummate the PIPE Investment in accordance with the Financing Agreements.

5.6  SPAC Public Filings. During the Interim Period, SPAC will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its reasonable best efforts prior to the Merger to maintain the listing of the SPAC Units, the SPAC Class A Shares and the SPAC Public Warrants on NASDAQ; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on NASDAQ only the Company Ordinary Shares and the Company Public Warrants. It is understood and agreed that any actions or inactions taken by SPAC, based on advice by its legal counsel or auditors, in connection with the accounting treatment of SPAC’s issued and outstanding warrants, or any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in SPAC’s financial statements shall not be a breach of the requirements of this Section 5.6.

5.7  No Solicitation.

(a) For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated by this Agreement or with the approval of SPAC) concerning the sale of (x) all or any material part of the business or assets of the Target Companies (other than in the Ordinary Course of Business) or (y) any material amount of the shares or other equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (B) with respect to SPAC and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination for SPAC.

(b)  During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives not to, without the prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, initiate or knowingly facilitate or assist the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal with respect to such Party, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to an Acquisition Proposal, other than to promptly inform such Person or group that it is subject to an exclusivity agreement that prohibits it from engaging or participating in any discussions with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement in furtherance of any Acquisition Proposal.

(c) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

5.8  No Trading. The Company and Merger Sub each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and NASDAQ promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company and Merger Sub each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of SPAC, communicate such information to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

5.9  Efforts.

(a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to receive all applicable Consents of Governmental Authorities needed to consummate the transactions contemplated by this Agreement and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement;.

(b)  In furtherance and not in limitation of Section 5.9(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at SPAC’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and use its commercially reasonable efforts to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry; (ii) subject to a customary “attorneys’ eyes only” arrangement, keep the other Parties and/or their respective outside counsel reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority, in each case regarding any of the transactions contemplated by this Agreement; (iii) subject to a customary “attorneys’ eyes only” arrangement, permit a Representative of the other Parties and/or their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c) As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority challenging any of the transactions contemplated by this Agreement as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or Actions which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority challenging the transactions contemplated by this Agreement, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

(d)  Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts. With respect to the Company, during the Interim Period, the Company shall qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing.

5.10 Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings

5.11  The Registration Statement.

(a) As promptly as practicable after the date hereof, the Company shall prepare, and the Company shall file (with SPAC’s assistance) with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Company’s Ordinary Shares, the Company Warrants and the Class A CVRs to be issued under this Agreement to the holders of SPAC Shares and the Company Ordinary Shares issuable upon exercise or conversion of the SPAC Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the SPAC’s shareholders an opportunity in accordance with SPAC Organizational Documents and the IPO Prospectus to have their SPAC Class A ordinary shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) to the extent required, the issuance of any PIPE Shares, (iii) the approval of the Surviving Company Memorandum and Articles of Association, and (iv) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “SPAC Shareholder Approval Matters”), and (v) the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ as successor issuer to SPAC, and (z) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on NASDAQ.

(b)  SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, SPAC Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ.

(c) SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC Organizational Documents.

(d)  SPAC and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall provide SPAC with copies of any written comments, and shall inform SPAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give SPAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.

(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Cayman Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, SPAC shall solicit proxies from the SPAC shareholders to vote in favor of the SPAC Shareholder Approval Matters, as approved by the SPAC board of directors, which approval shall also be included in the Registration Statement.

(f) If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting with the Company’s consent not to be unreasonably withheld. SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Extraordinary General Meeting to establish a quorum or if the SPAC stockholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the Extraordinary General Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. The recommendation of the SPAC board of directors shall be included in the Registration Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.

(g)  SPAC and the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, the Company Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

(h)  The Company (with reasonable cooperation from SPAC) shall take such reasonable steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on NASDAQ, as a successor issuer, and shall provide such information as is necessary to obtain NASDAQ approval of such listing.

5.12  Public Announcements.

(a) The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

(b)  The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release (but in any event within four (4) Business Days after the execution of this Agreement), SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which shall be provided to the Company for reviewing and comment promptly following the execution of this Agreement); provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent SPAC from making such filing in accordance with Federal Securities Laws. Prior to Closing, SPAC and the Company shall prepare a current report on Form 8-K to be filed by the Company announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC (“Closing Filing”); provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent SPAC from making such filing in accordance with Federal Securities Laws. SPAC, the SPAC Representative and the Company Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Closing Filing prior to filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing or the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in the Interim Period in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

5.13  Company Shareholder Approval Matters. The Company shall call a general meeting of its shareholders for the purpose of obtaining the consent of the shareholders as required by the Company Organizational Documents and the Cayman Act (the “Required Company Shareholder Approval”) approving (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement), in accordance with the Company Organizational Documents and the Cayman Act and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the approval of the Amended Organizational Documents and the Recapitalization; (iii) the appointment of the members of the Post-Closing Board in accordance with this Agreement, (iv) the issuance of Company Ordinary Shares and Company Warrants pursuant to this Agreement, including (A) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (B) the Company Ordinary Shares issuable upon exercise of the Company Warrants, and the outstanding Company Options; and (v) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Company Shareholder Approval Matters” as promptly as practicable after the date hereof), and (vi) the adjournment of the general meeting, if necessary or desirable in the reasonable determination of the Company. The Company shall use its reasonable best efforts to solicit from the holders of Company Ordinary Shares and Company Preferred Shares proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements.

5.14  Confidential Information.

(a) The Company, Company Representative and Merger Sub agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any SPAC Confidential Information that is provided to such Person, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the Company, the Company Representative, Merger Sub or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order or other remedy or waive compliance with this Section 5.14(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with this Section 5.14(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such SPAC Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company, Company Representative and Merger Sub shall, and shall cause their respective Representatives to, promptly deliver to SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, (x) the Company, Company Representative and Merger Sub and their Representatives shall be permitted to disclose any and all SPAC Confidential Information to the extent required by Federal Securities Laws, as advised by outside counsel and after giving SPAC a reasonable opportunity under the circumstances to review such disclosure and considering in good faith any comments made by SPAC regarding such disclosure, (y) the Company and Merger Sub shall, and shall cause their respective Representatives to, treat and hold in strict confidence any Trade Secret of SPAC disclosed to such Person until such information ceases to be a Trade Secret and (z) the Company, Merger Sub and their Representatives shall be permitted to retain copies of SPAC Confidential Information to the extent required by internal compliance policies or applicable Laws or to satisfy requirements of a Governmental Authority.

(b)  SPAC and the SPAC Representative hereby agree that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any Company Confidential Information that is provided to such Person, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC, SPAC Representative or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.14(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 5.14(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, SPAC and SPAC Representative shall, and shall cause their respective Representatives to, promptly deliver to the Company or destroy (at the Company’s election) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, (x) SPAC and SPAC Representative and their respective Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by Federal Securities Laws, as advised by outside counsel and after giving the Company a reasonable opportunity under the circumstances to review such disclosure and considering in good faith any comments made by the Company regarding such disclosure, (y) SPAC and SPAC Representative shall, and shall cause their respective Representatives to, treat and hold in strict confidence any Trade Secret of any Target Company or Merger Sub disclosed to such Person until such information ceases to be a Trade Secret and (z) SPAC, SPAC Representative and their respective Representatives shall be permitted to retain copies of Company Confidential Information to the extent required by internal compliance policies or applicable Laws or to satisfy requirements of a Governmental Authority.

(c) For the avoidance of doubt, the obligations set forth in this Section 5.14 are in addition to and shall not supersede any continuing obligations under any confidentiality agreement between or among the Parties.

5.15  Post-Closing Board of Directors and Executive Officers.

(a) The Parties shall take all necessary action, including causing the directors of the Company to resign, so that effective as of the Closing, the Company’s board of directors (the “Post-Closing Board”) will consist of the individuals listed on Schedule 5.15(a) of the Company Disclosure Schedules. At or prior to the Closing, the Company will provide each director with a customary director indemnification agreement, in form and substance reasonably acceptable to such director.

(b)  The Parties shall take all action necessary, including causing the executive officers of the Company to resign, so that the executive officers of the Company will consist of the individuals listed on Schedule 5.15(b) of the Company Disclosure Schedules.

5.16  2022 Equity Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, the board of directors of the Company shall approve and adopt the Gorilla Technology Group Inc. 2022 Omnibus Incentive Plan (the “2022 Equity Plan”), in the form attached hereto as Exhibit H, and in the manner prescribed under applicable Laws, effective as of the Closing Date, reserving for grant thereunder a the number of Company Ordinary Shares equal to 10% of the number of issued and outstanding Company Ordinary Shares immediately after the Closing (exclusive of the number of Company Ordinary Shares subject to outstanding awards under the Company Equity Plan as of such date of approval). The 2022 Equity Plan will provide that the Company Ordinary Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with the 2023 fiscal year in an amount equal to the percentage of Company Ordinary Shares outstanding on the last day of the immediately preceding fiscal year set forth on Schedule 5.16 of the Company Disclosure Schedules or such lesser amount as determined by the Board of Directors of the Surviving Company.

5.17  Indemnification of Directors and Officers.

(a) From and after the Closing Date, the Surviving Company and the Company shall jointly and severally indemnify and hold harmless (i) each present and former director and officer of the Target Company, SPAC or Merger Sub, and (ii) in addition, solely with respect to the Target Company, named senior executives of the Target Company (in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to the business of the relevant Target Company, SPAC or Merger Sub, respectively) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date (each, a “Claim”), to the fullest extent that the relevant Target Company, SPAC or Merger Sub, respectively, would have been permitted under applicable Law and subject to the limitations of its respective Organizational Documents and indemnification agreements, if any, in effect from time to time at or prior to the Closing to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). After the Closing Date, in the event that any D&O Indemnified Party becomes involved in any capacity in any Action based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Closing Date, the D&O Indemnified Party may retain counsel reasonably satisfactory to them after consultation with the Company; provided, however, that the Company shall have the right to assume the defense thereof with counsel reasonably satisfactory to the D&O Indemnified Parties.

(b)  Prior to the Merger Effective Time, the Surviving Company shall use its commercially reasonable efforts to purchase and obtain, as of the Closing Date a “tail” insurance policy, to the extent available on commercially reasonable terms, extending coverage for an aggregate period of six (6) years providing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the Closing covering (as direct beneficiaries) those persons who are as of the date of this Agreement currently covered by the SPAC’s directors’ and officers’ liability insurance policy, of the type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date of this Agreement by, or for the benefit of, the SPAC; provided, however, that to the extent a policy as permitted by this Section 5.17(b) is purchased by SPAC, the aggregate cost of such policy shall be deemed a SPAC Transaction Expense and shall not exceed 400% of the annual premium of SPAC’s directors’ and officers’ liabilities insurance policy as of the date of this Agreement (which consent shall be deemed to be commercially reasonably for purposes of this paragraph (b)).

(c) Notwithstanding the foregoing (i) none of the Surviving Company or the Company shall be obligated to indemnify a D&O Indemnified Party with respect to any amount in relation to a Claim of any type whatsoever to the extent such Claim (or part thereof) has been paid to the D&O Indemnified Party (or paid directly to a third party on a D&O Indemnified Party’s behalf) by any directors and officers, or other type, of insurance maintained by the Surviving Company or the Company, and (ii) no D&O Indemnified Party shall settle any Claim without the prior written consent of the Surviving Company and the Company (which consents shall not be unreasonably withheld, conditioned or delayed), nor shall any of the Surviving Company or the Company: (A) settle any Claim without either (x) the written consent of all D&O Indemnified Parties against whom such Claim was made (which consents shall not be unreasonably withheld, conditioned or delayed), or (y) obtaining an unconditional general release from all liability arising out of the proceeding to which the Claim relates for all D&O Indemnified Parties without admission nor finding of wrongdoing as a condition of such settlement, or (B) be liable to a D&O Indemnified Party for any amounts paid in settlement of any threatened or pending Claim effected without its prior written consent (which consents shall not be unreasonably withheld, conditioned or delayed).

(d)  On or prior to the Closing Date, the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and SPAC with, or for the benefit of, the D&O Indemnified Parties, which indemnification agreements shall continue to be effective following the Closing Date. To the extent applicable, on or prior to the Closing Date, SPAC shall countersign such indemnification agreements with respect to any D&O Indemnified Party that was a director or officer of SPAC prior to the Merger for the purposes of acknowledging the termination of any applicable indemnification agreements between such D&O Indemnified Party and SPAC.

(e) The provisions of this Section 5.17 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and representatives.

5.18  Section 16 Matters. Prior to the Closing Date, the Parties shall take all such steps (to the extent permitted under applicable Law) as are reasonably necessary to cause any acquisition or disposition of Company Ordinary Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be or may become subject to Section 16 of the Exchange Act with respect to the Company, including by virtue of being deemed a director by deputization, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

5.19  Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Redemption and any proceeds received by the Company from any PIPE Investment (i) the SPAC Transaction Expenses, (ii) any loans owed by SPAC to Sponsor for the SPAC Transaction Expenses, other administrative costs and expenses incurred by or on behalf of SPAC and (iii) the Company Transaction Expenses. Such amounts, will be paid at the Closing. Any remaining cash will be transferred to the Company and used for working capital and general corporate purposes, except to the extent such transfer could jeopardize the Intended Tax Treatment.

5.20 Tax Matters.

(a)  Transfer Taxes. The Party required under Law to file all necessary Tax Returns and other documentation, and pay any necessary Taxes, with respect to any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Merger shall do so, and any other Party shall cooperate and join in the execution of any such Tax Returns and other documentation as necessary, and each of the SPAC and the Company shall share the costs of all such Taxes and fees equally.

(b)  Tax Treatment. Each Party shall (i) use its respective commercially reasonable efforts to cause the Merger to qualify, and agree not to, and not to permit or cause any of their Affiliates or Subsidiaries to, take any action which to its Knowledge could reasonably be expected to prevent or impede the Transactions from qualifying, for the Intended Tax Treatment and (ii) cause, in each case for U.S. federal income tax purposes, Merger Sub to be treated, or elect to be treated (if necessary), as an association taxable as a corporation for U.S. federal income tax purposes as of the effective date of its formation and not subsequently change such classification effective on or prior to the Closing Date. Each Party shall report the Merger consistently with the Intended Tax Treatment and the immediately preceding sentence unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Merger.

(c) Following the Merger the Surviving Company shall, for at least six (6) months following the Closing Date, either (i) continue SPAC’s “historic business” (with the meaning of Treasury Regulations Section 1.368- 1(d)(2)), or (ii) use a significant portion of SPAC’s “historic business assets” (within the meaning of Treasury Regulations Section 1.368-1(d)(3)) in a business. Within two (2) years following the Closing, the Company will not cause the Surviving Company to (i) dispose of more than 50% of the assets held by it at Closing pursuant to one or more distributions or other transfers where the Surviving Company does not receive an exchange of net value in such transfer, (ii) make any distribution or other transfer that fails to satisfy the requirements of Treasury Regulations Section 1.368-2(k)(1)(i) (in the case of a distribution), Treasury Regulations Section 1.368-2(k)(1)(ii) (in the case of a transfer other than a distribution), or (iii) otherwise take any action that would result in an actual or deemed liquidation of the Surviving Company for U.S. federal income tax purposes.

(d)  Cooperation. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or tax proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

5.21  NASDAQ Listing. The Company shall use commercially reasonable efforts to cause: (a) the Company’s initial listing application with NASDAQ in connection with the transactions contemplated by this Agreement to have been approved: (b) the Company to satisfy all applicable initial listing requirements of NASDAQ; and (c) the Company Ordinary Shares and Company Warrants issuable in accordance with this Agreement, including the Merger, to be approved for listing on NASDAQ (and SPAC 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 Merger Effective Time. The Company shall pay all fees of NASDAQ in connection with the application to list and the listing of Company Ordinary Shares and Company Warrants on NASDAQ.

5.22  Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates that would reasonably be likely to result in a material Liability to such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

5.23  CVR Restrictions. The Company hereby agrees that without the prior written consent of the SPAC Representative and a PIPE Investor Majority, the Company shall not be permitted to list for trading or quotation the Class A CVRs or the Class B CVRs on NASDAQ, the New York Stock Exchange or any other major stock exchange. Additionally, the Parties acknowledge that, as to be set forth in the Contingent Value Rights Agreement and the Amended Subscription Agreements, the Class B CVRs will be subject to transfer restrictions by the holders thereof and may not be transferred except to certain limited permitted transferees as set forth in the Amended Subscription Agreement.

Article VI
SURVIVAL

6.1  Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements or other provisions, shall survive the Closing, and all of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements or other provisions, shall terminate and expire upon the occurrence of the Closing (and there shall be no Liability after the Closing in respect thereof), in each case, except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part at or after the Closing and then only with respect to any breaches occurring at or after the Closing and (b) Articles IX,  X and XI and this Section 6.1.

Article VII
CLOSING CONDITIONS

7.1  Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Merger shall be subject to the satisfaction or written waiver (where permissible) by the Company and SPAC of the following conditions:

(a) Required SPAC Shareholder Approval. The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of SPAC at the Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the Required SPAC Shareholder Approval.

(b)  Required Company Shareholder Approval. The Required Company Shareholder Approval shall have been obtained.

(c) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the Transactions set forth on Schedule 7.1(c) shall have been obtained or made.

(d)  No Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the Closing illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

(e) Net Tangible Assets. Either immediately prior to or upon the Closing, after giving effect to the Redemption and any receipt of proceeds from any PIPE Investment, SPAC shall have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

(f) Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing.

(g)  NASDAQ Listing. (i) The Company’s initial listing application with NASDAQ in connection with the Transactions shall have been conditionally approved and (ii) the Company’s Ordinary Shares and Company Public Warrants to be issued in connection with the Transactions shall have been approved for listing on NASDAQ, subject to official notice of issuance.

(h)  Foreign Private Issuer. The Company shall not have received evidence that it will not qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act as of the Closing.

(i) Recapitalization; Amendment to Company Articles. Prior to the Merger Effective Time, the Company shall (i) have consummated the Recapitalization, and (ii) provide evidence that the Company’s shareholders have adopted the Amended Organizational Documents in a form to be agreed upon by the Parties, and shall have provided SPAC with evidence of such adoption.

7.2  Conditions to Obligations of the Company and Merger Sub. In addition to the conditions specified in Section 7.1, the obligations of the Company and Merger Sub to consummate the Closing are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a) Representations and Warranties. All of the representations and warranties of SPAC set forth in this Agreement and in any certificate delivered by or on behalf of SPAC pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), (ii) with respect to the SPAC Fundamental Representations, any failures to be true and correct in all material respects, and (iii) for all other representations and warranties of SPAC, any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.

(b)  Agreements and Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement which is continuing and uncured.

(d)  Available Closing SPAC Cash. The Available Closing SPAC Cash shall be equal to or greater than $50,000,000.

(e) Resignation of Directors and Officers. At or prior to the Closing, the directors and officers of SPAC shall have resigned or otherwise removed, effective as of or prior to the Closing.

(f) Closing Deliveries.

(i) Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.2(a), 7.2(b), 7.2(c), 7.2(d) and 7.2(e) with respect to SPAC.

(ii)  Secretary Certificate. SPAC shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of SPAC Organizational Documents as in effect as of the Closing Date (immediately prior to the Merger Effective Time), (B) the resolutions of SPAC’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which SPAC is a party or otherwise bound.

(iii)  Good Standing. SPAC shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions) for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of SPAC’s jurisdiction of organization.

(iv) Assignment, Assumption and Amendment to Warrant Agreement. The Company shall have received a copy of the Assignment, Assumption and Amendment to Warrant Agreement in substantially the form attached as Exhibit F hereto, duly executed by SPAC and the Warrant Agent.

(v)  Registration Rights Agreement. The Company shall have received a copy of the Registration Rights Agreement in substantially the form attached as Exhibit E hereto, duly executed by each Company Shareholder party thereto.

(vi) SPAC Registration Rights Agreement Amendment. The Company shall have received a copy of the SPAC Registration Rights Agreement Amendment in substantially the form attached as Exhibit D hereto, duly executed by the SPAC, the Sponsor and I-Bankers.

(vii) Lock-Up Agreements. The Company shall have received a Lock-Up Agreement for the Locked-Up Company Shareholders (or alternatively, other Company Shareholders who along with the Locked-Up Company Shareholders, have at least the same aggregate Pro Rata Share as the Locked-Up Company Shareholders) in substantially the form attached as Exhibit A hereto, duly executed by such Company Shareholders, and each Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

(viii) Insider Letter Amendment. The Company shall have received a copy of the Insider Letter Amendment in substantially the form attached as Exhibit I hereto, duly executed by the Sponsor, SPAC and the other parties to the Insider Letter.

(ix) Earnout Escrow Agreement. The Company shall have received a copy of the Earnout Escrow Agreement, in form and substance reasonably acceptable to the Company, duly executed by the SPAC Representative and the Escrow Agent.

(x)  Contingent Value Rights Agreement. The Company shall have received a copy of the Contingent Value Rights Agreement, in form and substance reasonably acceptable to the Company, duly executed by the SPAC Representative and the CVR Rights Agent.

7.3  Conditions to Obligations of SPAC. In addition to the conditions specified in Section 7.1, the obligations of SPAC to consummate the Closing are subject to the satisfaction or written waiver (by SPAC) of the following conditions:

(a) Representations and Warranties. All of the representations and warranties of the Company and Merger Sub set forth in this Agreement and in any certificate delivered by or on behalf of the Company or Merger Sub pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, shall be true and correct on and as of the Closing Date as if made on the Closing Date, in each case except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), (ii) with respect to the representations and warranties contained in the first sentence of Section 3.5, the second and third sentences of Section 4.3 and Section 4.17, which shall be true and correct other than de minimis inaccuracies, (iii) with respect to the Company and Merger Sub Fundamental Representations, any failures to be true and correct in all material respects, and (iv) for all other representations and warranties of the Company and Merger Sub, any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or Merger Sub, as applicable.

(b)  Agreements and Covenants. The Company and Merger Sub shall have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied with by them on or prior to the Closing Date.

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this Agreement which is continuing and uncured.

(d)  Resignation of Directors and Officers. At or prior to the Closing, the directors and officers of the Company not listed on Schedule 5.15(a) and Schedule 5.15(b) shall have resigned or otherwise removed, effective as of or prior to the Closing.

(e) Closing Deliveries.

(i) Officer Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.3(a), 7.3(b) and 7.3(c) with respect to the Company and Merger Sub, as applicable.

(ii)  Secretary Certificates. The Company and Merger Sub shall each have delivered to SPAC a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Merger Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is a party or otherwise bound.

(iii)  Good Standing. The Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions) for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. The Company shall have delivered to SPAC a good standing certificate (or similar document applicable for such jurisdiction) for Merger Sub certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of Merger Sub’s jurisdiction of organization, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdiction.

(iv) Company Organizational Documents. At or prior to the Merger Effective Time, the shareholders of the Company shall have adopted the Amended Organizational Documents in a form to be mutually agreed upon by the Parties.

(v)  Assignment, Assumption and Amendment to Warrant Agreement. SPAC shall have received a copy of the Assignment, Assumption and Amendment to Warrant Agreement in substantially the form attached as Exhibit F hereto, duly executed by the Company and the Warrant Agent.

(vi) Registration Rights Agreement. SPAC shall have received a copy of the Registration Rights Agreement in substantially the form attached as Exhibit E hereto, duly executed by the Company and each Company Shareholder party thereto.

(vii) SPAC Registration Rights Agreement Amendment. SPAC shall have received a copy of the SPAC Registration Rights Agreement Amendment in substantially the form attached as Exhibit D hereto, duly executed by the Company.

(viii) Lock-Up Agreements. SPAC shall have received a Lock-Up Agreement for the Locked-Up Company Shareholders (or alternatively, other Company Shareholders who along with the Locked-Up Company Shareholders, have at least the same aggregate Pro Rata Share as the Locked-Up Company Shareholders) in substantially the form attached as Exhibit A hereto, duly executed by the Company and such Company Shareholders, and each Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

(ix) Insider Letter Amendment. SPAC shall have received a copy of the Insider Letter Amendment in substantially the form attached as Exhibit I hereto, duly executed by the Company, the Sponsor and the other parties to the Insider Letter.

(x)  Earnout Escrow Agreement. SPAC shall have received a copy of the Earnout Escrow Agreement, in form and substance reasonably acceptable to SPAC, duly executed by the Company Representative, the Company and the Escrow Agent.

(xi) Contingent Value Rights Agreement. SPAC shall have received a copy of the Contingent Value Rights Agreement, in form and substance reasonably acceptable to SPAC, duly executed by the Company and the CVR Rights Agent.

7.4  Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Merger Sub) to comply with or perform any of its covenants or obligations set forth in this Agreement in all material respects.

Article VIII
TERMINATION AND EXPENSES

8.1  Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by mutual written consent of SPAC and the Company;

(b)  by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by July 13, 2022 (the “Outside Date”) (provided, that, if SPAC seeks and obtains an Extension beyond July 13, 2022, SPAC shall have the right, with the prior written consent of the Company, to extend the Outside Date for an additional period equal to the shortest of (i) three (3) additional months, (ii) the period ending on the last date for SPAC to consummate its Business Combination pursuant to such Extension and (iii) such period as mutually agreed by the Parties); provided, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company or Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was the proximate cause of, or proximately resulted in, the failure of the Closing to occur on or before the Outside Date;

(c) by written notice by either SPAC or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to the Company or Merger Sub) to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

(d)  by written notice by the Company to SPAC, if (i) there has been a breach by SPAC of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured before the earlier of (A) end of the twentieth day after written notice of such breach or inaccuracy is provided to SPAC by the Company or (B) the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if at such time the Company or Merger Sub is in uncured breach of this Agreement which would result in a failure of any condition set forth in Section 7.3(a) or Section 7.3(b) from being satisfied;

(e) by written notice by SPAC to the Company, if (i) there has been a breach by the Company or Merger Sub of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured before the earlier of (A) end of the twentieth (20th) day after written notice of such breach or inaccuracy is provided to the Company by SPAC or (B) the Outside Date; provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if at such time SPAC is in uncured breach of this Agreement which would result in a failure of any condition set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;

(f) by written notice by either SPAC or the Company to the other if the Extraordinary General Meeting is held (including any adjournment or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval was not obtained; or

(g)  by written notice by the SPAC to the Company, if there shall have been a Material Adverse Effect on the Company following the date of this Agreement which is uncured and continuing.

8.2  Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 8.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 8.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party, any of their respective Affiliates or any of their and their Affiliates’ respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 5.14(a),  5.15,  8.3, 9.1, Article X and this Section 8.2 shall survive the termination of this Agreement, (ii) nothing herein shall relieve any Party from Liability for any Fraud Claim against such Party prior to termination of this Agreement, and (iii) nothing herein shall relieve the Company or Merger Sub from Liability for willful breach (in each case of clauses (i), (ii) and (iii) above, subject to Section 9.1). Without limiting the foregoing, and except as provided in Sections 8.3 and this Section 8.2 (but subject to Section 9.1, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 10.6), the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 8.1.

8.3  Fees and Expenses. Subject to Section 9.1, unless otherwise provided for in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all unpaid Company Transaction Expenses and SPAC shall pay, or cause to be paid, all unpaid SPAC Transaction Expenses and (b) if the Closing occurs, then the Company shall pay, or cause to be paid, all unpaid Company Transaction Expenses and all unpaid SPAC Transaction Expenses.

Article IX
WAIVERS AND RELEASES

9.1  Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. Each of the Company, the Company Representative, the SPAC Representative and Merger Sub hereby represents and warrants that it understands that SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with a shareholder vote to amend SPAC Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of SPAC Class A Shares if SPAC does not complete a Business Combination within 12 months from the closing of the IPO or with respect to any other provision relating to the rights of holders of SPAC Class A Shares, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within 12 months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any income taxes, and (d) to SPAC after the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company, the Company Representative, the SPAC Representative and Merger Sub hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, the Company Representative, the SPAC Representative or Merger Sub nor any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company, the Company Representative, the SPAC Representative or Merger Sub or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Each of the Company, the Company Representative, the SPAC Representative and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that any such Party or any of its Affiliates may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates). The Company, the Company Representative, the SPAC Representative and Merger Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and each of the Company, the Company Representative, the SPAC Representative and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. Notwithstanding anything herein to the contrary, (A) the Company, the Company Representative, the SPAC Representative and Merger Sub or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds but excluding any distributions to Public Shareholders); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or any distributions to Public Shareholders, and (B) nothing herein shall limit or prohibit the Company, the Company Representative, the SPAC Representative and Merger Sub or any of their respective Affiliates from pursuing a claim against SPAC for specific performance or other equitable relief. This Section 9.1 shall survive termination of this Agreement for any reason.

Article X
MISCELLANEOUS

10.1  Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

10.2  Binding Effect; Assignment. Subject to Section 10.3, this Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party, by operation of Law or otherwise, without the prior written consent of SPAC and the Company (and after the Closing, the SPAC Representative and Company Representative), and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

10.3  Third Parties. Except for the rights of the D&O Indemnified Parties set forth in Section 5.18, of Ellenoff Grossman & Schole LLP (“EGS”) set forth in Section 10.14(a) and K&L Gates LLP (“KLG”) set forth in Section 10.14(b), which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

10.4  Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, construed and enforced in accordance with the Laws (both substantive and procedural) of the State of New York, without regard to the conflict of laws principles thereof, except that the Merger, the internal affairs of SPAC and any provisions of this Agreement that are expressly or otherwise required to be governed by the Cayman Act, shall be governed by the Laws of the Cayman Islands (without giving effect to choice of law principles thereof) in respect of which the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands. Subject to the immediately preceding sentence, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively by the state and federal courts seated in New York County, New York (and any courts having jurisdiction over appeals therefrom) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive personal and subject matter jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 10.1. Nothing in this Section 10.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

10.5 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5.

10.6 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction, restraining order or other equitable remedy to prevent or remedy any breach of this Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

10.7 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

10.8 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, the Company, the SPAC Representative and the Company Representative.

10.9 Waiver. Each of SPAC and the Company on behalf of itself and its Affiliates may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby (including by the SPAC Representative or the Company Representative in lieu of such Party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing shall also require the prior written consent of the SPAC Representative and the Company Representative.

10.10 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings by or among the Parties with respect to the subject matter contained herein, including the Original Business Combination Agreement, which is hereby expressly superseded by this Agreement.

10.11 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with IFRS or GAAP, based on the accounting principles used by the applicable Person; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders shall include any applicable owners of the equity interests of such Person, in whatever form. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to SPAC or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of SPAC and its Representatives and SPAC and its Representatives have been given access to the electronic folders containing such information at least two (2) Business Days prior to the date of this Agreement. Any reference in this Agreement to “as of the date hereof” or “the date of this Agreement” or similar language shall refer to the date of the Original Business Combination Agreement unless expressly stated otherwise.

10.12 Counterparts. This Agreement may be executed and delivered (including by facsimile, e-mail or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

10.13 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that no recourse under this Agreement or under any Ancillary Documents shall be had against any Person that is not a party to this Agreement or such Ancillary Document, including any past, present or future director, officer, agent, employee or other Representative of any past, present or future equity holder of any Party or of any Affiliate or successor or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law;.

10.14 Legal Representation.

(a) The Parties agree that, notwithstanding the fact that EGS may have, prior to the Closing, jointly represented SPAC, the SPAC Representative and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented SPAC, Sponsor and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the SPAC Representative or their respective Affiliates in connection with matters in which such Persons are adverse to SPAC or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, the Company Representative and Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’ future representation of one or more of the Sponsor, the SPAC Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of Merger Sub, SPAC, the Company Representative and/or the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Sponsor, SPAC, the SPAC Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the SPAC Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the SPAC Representative, shall be controlled by the Sponsor and the SPAC Representative and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(b) The Parties agree that, notwithstanding the fact that KLG may have, prior to the Closing, represented the Company, the Company Representative and Merger Sub in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented the Company, Merger Sub and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, KLG will be permitted in the future, after the Closing, to represent the shareholders or holders of other equity interests of the Company on or prior to the Closing or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “Gorilla Group”) in connection with matters in which such Persons are adverse to the Surviving Company, including any disputes arising out of, or related to, this Agreement. The Company and Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with KLG’s future representation of any member of the Gorilla Group in which the interests of such Person are adverse to the interests of Merger Sub, SPAC, the Company Representative and/or the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by KLG of any member of the Gorilla Group. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Company and the Gorilla Group shall be deemed the client of KLG with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Gorilla Group, shall be controlled by the Gorilla Group and shall not pass to or be claimed by the Surviving Company; provided, further, that nothing contained herein shall be deemed to be a waiver by the Surviving Company or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

10.15 SPAC Representative.

(a) Each of the SPAC and the Company, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably constitutes and appoints Sponsor, in the capacity as the SPAC Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to the vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) acting on behalf of such Person under the Earnout Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the SPAC Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “SPAC Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any SPAC Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the SPAC Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the SPAC Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any SPAC Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the SPAC Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of SPAC Securities and Company Securities other than the Company Security Holders immediately prior to the Merger Effective Time and their respective successors and assigns. All decisions and actions by the SPAC Representative, including any agreement between the SPAC Representative and the, Company Representative or any Company Shareholders, shall be binding upon the SPAC, the Company and their respective Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with an interest. The SPAC Representative hereby accepts its appointment and authorization as the SPAC Representative under this Agreement.

(b) Any other Person, including the Company Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the SPAC Representative as the acts of the Company and the SPAC under any SPAC Representative Documents. The Company Representative, the SPAC, and the Company shall be entitled to rely conclusively on the instructions and decisions of the SPAC Representative as to (i) any payment instructions provided by the SPAC Representative or (ii) any other actions required or permitted to be taken by the SPAC Representative hereunder, and the Company, SPAC and their respective securityholders shall not have any cause of action against the Company Representative, SPAC or the Company. The Company Representative, the SPAC, and the Company shall not have any Liability to the Company, SPAC or any of their respective securityholders for any allocation or distribution among the holders of the Company’s securities by the SPAC Representative of payments made to or at the direction of the SPAC Representative.

(c) The SPAC Representative shall not be liable for any act done or omitted under any SPAC Representative Document as the SPAC Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The SPAC (and after the Closing Company and SPAC shall jointly and severally) indemnify, defend and hold harmless the SPAC Representative from and against any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”) incurred without gross negligence, bad faith or willful misconduct on the part of the SPAC Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the SPAC Representative’s duties under any SPAC Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the SPAC Representative. In no event shall the SPAC Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The SPAC Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the SPAC Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the SPAC Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the SPAC (and after the Closing, the Company), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the SPAC Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the SPAC Representative under this Section 10.15 shall survive the Closing and continue indefinitely.

(d) The Person serving as the SPAC Representative may resign upon ten (10) days’ prior written notice to the SPAC, the Company and the Company Representative, provided, that the SPAC Representative appoints in writing a replacement SPAC Representative. Each successor SPAC Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC Representative, and the term “SPAC Representative” as used herein shall be deemed to include any such successor SPAC Representatives.

10.16 Company Representative.

(a) Each Company Shareholder, by approval of the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Tomoyuki Nii, in the capacity as the Company Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to the vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) acting on behalf of such Person under the Earnout Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”) (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.16 are irrevocable and coupled with an interest. The Company Representative hereby accepts its appointment and authorization as the Company Representative under this Agreement.

(b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.16(d) of the replacement of the Company Representative).

(c) The Company Representative shall not be liable for any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.16 shall survive the Closing and continue indefinitely.

(d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Article XI
DEFINITIONS

11.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“2022 Consolidated Revenue” means with respect to the fiscal year ended December 31, 2022, the amount of consolidated revenues of the Company and its Subsidiaries, on a consolidated basis, for such fiscal year (for the avoidance of doubt, including periods prior to the Closing, but excluding the revenues of SPAC, if any, for periods prior to the Closing), as set forth in the 2022 Annual Report and otherwise in accordance with IFRS; provided, however, that if after the Closing and during the fiscal year ended December 31, 2022, the Company or its Subsidiaries acquires another business or material assets outside the Ordinary Course of Business, then the 2022 Consolidated Revenue shall be computed without taking into consideration (i) the revenues of or generated by such acquired business or material assets or (ii) any impact such acquired business or material assets would have on the consolidated revenues of the Company. 2022 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the Ordinary Course.

“2023 Consolidated Revenue” means with respect to the year ended December 31, 2023, the amount of consolidated revenues of the Company and its Subsidiaries, on a consolidated basis, for such fiscal period, as set forth in the 2023 Annual Report and otherwise in accordance with IFRS. 2023 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the Ordinary Course.

“AAA” means the American Arbitration Association or any successor entity conducting arbitrations.

“Action” means any charge, claim, demand, notice of noncompliance or violation, action, complaint, petition, investigation, appeal, suit, litigation, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of SPAC prior to the Closing.

“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, including the Lock-Up Agreements, the Target Voting Agreement, the Sponsor Voting Agreement, the Registration Rights Agreement, the SPAC Registration Rights Agreement Amendment and the Amended Organizational Documents and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

“Audited Financial Statements” means the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the audited consolidated balance sheets of the Target Companies as of the Balance Sheet Date and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years ended December 31, 2020 and December 31, 2019.

“Available Closing SPAC Cash” means, without duplication, an amount equal to (a) all amounts in the Trust Account (after deducting the aggregate amount of payments required to be made in connection with the Redemption) or SPAC’s operating account, in any case, prior to payment of any SPAC Transaction Expenses or Company Transaction Expenses or other liabilities due at the Closing, plus (b) the aggregate amount of cash that has been funded to and remains with, or that will be funded concurrently with the Closing to, SPAC pursuant to any PIPE Investment.

“Balance Sheet Date” means December 31, 2020.

“Benefit Plans” of any Person means any deferred compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other welfare benefit, profit sharing, pension, or retirement plan and each other employee benefit plan, program, agreement or arrangement (whether written or unwritten), including (i) each “employee benefit plan” as such term is defined under Section 3(3) of ERISA (whether or not subject to ERISA), and (ii) any statutory scheme or plan under the laws of the Republic of China (Taiwan), including the national health insurance scheme under the National Health Insurance Act, the labor insurance scheme under the Labor Insurance Act, the defined benefit pension scheme under the Labor Standards Act (if applicable) and/or Labor Pension Act (“Taiwan Old Pension Scheme”), and the defined contribution pension scheme under the Labor Pension Act, maintained, sponsored or contributed to, or required to be contributed to, by a Person for the benefit of any current or former employee or individual service provider of such Person, or with respect to which such Person has any Liability.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.

“Cayman Act” means the Cayman Islands Companies Act (As Revised).

“Class A CVR” means a Class A contingent value right (which shall not be evidenced by a certificate or other instrument) representing the right of a holder of a Class A CVR to receive, in the event that any Earnout Shares are forfeited by the Company Shareholders in accordance with Section 1.2, from the Company a pro rata portion (along with holders of Class B CVRs with respect to Revenue Protection Shares only) of newly issued Company Ordinary Shares and other securities or property in the Escrow Account that are forfeited by Company Shareholders with respect to such Earnout Shares, pursuant to the terms and conditions of the Contingent Value Rights Agreement.

“Class B CVR” means a Class B contingent value right (which shall not be evidenced by a certificate or other instrument) representing the right of a holder of a Class B CVR to receive, in the event that any Revenue Protection Shares are forfeited by the Company Shareholders in accordance with Section 1.2, from the Company a pro rata portion (along with holders of Class A CVRs) of newly issued Company Ordinary Shares and other securities or property in the Escrow Account that are forfeited by Company Shareholders with respect to such Revenue Protection Shares, pursuant to the terms and conditions of the Contingent Value Rights Agreement; provided, that a Class B CVR shall not have any rights with respect to any Price Protection Shares.

“Code” means the U.S. Internal Revenue Code of 1986.

“Company and Merger Sub Fundamental Representations” means the representations and warranties contained in Sections 3.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement) 3.5 (Capitalization) other than the first sentence of Section 3.5(a), 3.10 (Finders and Brokers), 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization) other than the second sentence of Section 4.3(a), Section 4.4 (Subsidiaries) and 4.22 (Finders and Brokers).

“Company Organizational Documents” means the memorandum and articles of association of the Company.

“Company Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies, Merger Sub or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure by SPAC or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by any Target Company, Merger Sub or their respective Representatives to SPAC or its Representatives was previously known by such receiving party, other than from any Target Company, Merger Sub or their respective Representatives, without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.

“Company Equity Plan” means the Company’s Employee Stock (Management Team) Option Program Policy.

“Company Financials” means the Audited Financial Statements and the Interim Financial Statements.

“Company Option” means, as of any determination time, each option to purchase Company Ordinary Shares that is outstanding and unexercised and granted under the Company Equity Plan.

“Company Ordinary Shares” means the Company’s Ordinary Shares, par value $1.00.

“Company Preferred Shares” means, collectively, the Company Series A Shares, Company Series B Shares, Company Series C Shares, and the Company Series D Shares.

“Company Private Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Company Ordinary Share at a purchase price of $11.50 per share, which warrants will be issued by the Company in the Merger in exchange for the SPAC Private Warrants.

“Company Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Company Ordinary Share at a purchase price of $11.50 per share, which warrants will be issued by the Company in the Merger in exchange for the SPAC Public Warrants.

“Company Securities” means the Company Ordinary Shares, and after the Closing, the Company Warrants and CVRs, collectively.

“Company Security Holders” means, collectively, the holders of Company Securities.

“Company Series A Shares” means the Company’s Series A Convertible Preferred Shares, par value $1.00.

“Company Series B Shares” means the Company’s Series B Convertible Preferred Shares, par value $1.00.

“Company Series C Shares” means the Company’s Series C Convertible Preferred Shares, par value $1.00.

“Company Series D Shares” means the Company’s Series D Convertible Preferred Shares, par value $1.00.

“Company Shares” means collectively, the Company Ordinary Shares, the Company Series A Shares, the Company Series B Shares, the Company Series C Shares and the Company Series D Shares.

“Company Shareholders” means, collectively, the holders of Company Ordinary Shares.

“Company Transaction Expenses” means all fees and expenses of any of the Target Companies or Merger Sub (and not otherwise expressly allocated to SPAC pursuant to the terms of this Agreement or any Ancillary Document) incurred or payable as of the Closing Date in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of their covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of the Target Companies or Merger Sub, (b) all bonuses, change in control payments, retention payments, severance payments or similar payments payable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby, and the amount of the employer portion of any employment Taxes payable with respect to such payments, and (c) any other fees, expenses, commissions or other amounts that are expressly allocated to any Target Company or Merger Sub pursuant to this Agreement or any Ancillary Document.

“Company Warrants” means collectively, the Company Private Warrants and the Company Public Warrants.

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“Contracts” means all binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other binding contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Control” of a Person means (a) the ownership of, or ability to direct the casting of, more than fifty percent (50%) of the total voting rights conferred by all the share then in issue and conferring the rights to vote at all general meetings of such Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings.

“Copyrights” means any works of authorship, mask works designs and other equivalent rights in any of the foregoing, and all copyrights therein, and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

“Contingent Value Rights Agreement” means a Contingent Value Rights Agreement, in form and substance reasonably acceptable to SPAC and the Company, to be entered into prior to or in connection with the Closing, by and among the Company, the SPAC Representative and the CVR Rights Agent.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Laws, guidelines or recommendations promulgated by any applicable Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 or any other epidemics, pandemics or disease outbreaks, including the CARES Act and Families First Act, for similarly situated companies.

“CVR” means a Class A CVR or Class B CVR.

“CVR Rights Agent” means Continental Stock Transfer & Trust Company, in its capacity as the rights agent under the Contingent Value Rights Agreement, or such other rights agent appointed prior to the Closing by the Company and SPAC and that has been approved by a PIPE Investor Majority, or any successor or replacement rights agent under the Contingent Value Rights Agreement in accordance with the terms thereof.

“Earnings” means any dividends or distributions or other income paid or otherwise accruing to the Earnout Shares during the time such Earnout Shares are held in the Escrow Account, as of the relevant date.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any Person that, together with any other Person, would be, at any relevant time, deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or Section 414 of the Code.

“Exchange Act” means the U.S. Securities Exchange Act of 1934.

“Foreign Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained outside the United States by any Target Company primarily for the benefit of employees of any Target Company residing outside the United States, which plan, fund or other similar program or arrangement provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, other than (i) any of the foregoing maintained or to which contributions are required by a Governmental Authority and (ii) any Benefit Plan.

“Fraud Claim” means any claim a Party has committed an actual and intentional fraud as defined under the laws of the State of New York.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“GLSP Registration Rights Agreement” means the Registration Rights Agreement, dated as of January 25, 2021, by and between SPAC and Sponsor.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department, division, commission or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“IFRS” means the Internal Financial Reporting Standards as in effect issued by the International Accounting Standards Board.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than those incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP or IFRS (as applicable to such Person), (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against and not settled, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person, and (h) all obligations described in clauses (a) through (g) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Independent Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any Party for the prior two (2) years) expert accounting firm appointed by the SPAC Representative and the Company Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date; provided, that if the Independent Expert does not accept its appointment or if the Representative Parties cannot agree on the Independent Expert, in either case within twenty (20) days after the Independent Expert Notice Date, either Representative Party may require, by written notice to the other Representative Party, that the Independent Expert be selected by the New York City Regional Office of the AAA in accordance with the AAA's procedures. The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in Section 1.2(e).

“Independent Expert Notice Date” means the date that a Representative Party receives written notice under Section 1.2(e)(i) or 1.2(e)(ii) from the other Representative Party referring such dispute to the Independent Expert.

“Insider Letter” means the Letter Agreement, dated as of April 8, 2021, by and among SPAC, its officers, its directors, the Sponsor and I-Bankers Securities, Inc.

“Intellectual Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet Assets, intellectual property rights in Software, and other intellectual property.

“Interim Financial Statements” means the unaudited consolidated financial statements of the Target Companies consisting of the consolidated balance sheets of the Target Companies as of the Interim Balance Sheet Date and the related consolidated income statements for the six months ended June 30, 2021 and June 30, 2020.

“Interim Balance Sheet Date” means June 30, 2021.

“Internet Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and all documentation related thereto, and any applications for registration therefor worldwide.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IPO” means the initial public offering of SPAC Units pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of SPAC, dated as of April 8, 2021, and filed with the SEC on April 12, 2021 (File No. 333-249465).

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Knowledge” means, with respect to (i) the Company and other Target Companies, the actual knowledge of the individuals set forth on Schedule 11.1 of the Company Disclosure Schedules or the knowledge that any of them would have actually had following a reasonable inquiry with his or her direct reports directly responsible for the applicable subject matter and Company and other Target Companies employees who are named inventors or direct participants in the creation or prosecution of any Target Company Intellectual Property, (ii) SPAC, the actual knowledge of the individuals set forth on Schedule 11.1 of the SPAC Disclosure Schedules or the knowledge that any of them would have actually had following a reasonable inquiry with his or her direct reports directly responsible for the applicable subject matter or (iii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers or the knowledge that any of them would have actually had following a reasonable inquiry with his or her direct reports directly responsible for the applicable subject matter or (B) if a natural person, the actual knowledge of such Party or the knowledge that such Party would have actually had following a reasonable inquiry with his or her direct reports directly responsible for the applicable subject matter.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liabilities” means any and all liabilities, Indebtedness, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, IFRS or other applicable accounting standards), including Tax liabilities due or to become due.

“Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (on voting, sale, transfer or disposition), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Lookback Date” means January 1, 2019.

“Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect after the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole or (b) the ability of such Person and its Affiliates to consummate the transactions contemplated by this Agreement; provided, however, that any fact, event, occurrence, change or effect directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other facts, events, occurrences, changes or effects) shall not be taken into account when determining whether a Material Adverse Effect pursuant to clause (a) above has occurred: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP, IFRS or other applicable accounting principles (or any authoritative interpretation hereof) or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by any acts of God, terrorism, war (whether or not declared) or natural disaster or any worsening thereof; (v) any epidemic, pandemic, plague or other outbreak of illness or disease or public health event (including COVID-19) or any COVID-19 Measures or any changes or prospective changes in such COVID-19 Measures or changes or prospective changes in the interpretation, implementation or enforcement thereof; (vi) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (vii) with respect to SPAC, the consummation and effects of the Redemption; (viii) the announcement or the existence of this Agreement or the transactions contemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, works councils or other labor organizations, customers, suppliers or partners; (ix) any actions taken at the written request of SPAC (including e-mail or other forms of electronic communications) to the extent taken in accordance with such express instructions; or (x) any changes or prospective changes after the date of this Agreement in applicable Law (or interpretations, implementation or enforcement thereof), excluding GAAP, IFRS or any other accounting principles (or authoritative interpretations thereof); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i), (ii), (iii), (iv), (v) and(x), immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries and geographic location in which such Person or any of its Subsidiaries primarily conducts and operates its businesses. Notwithstanding the foregoing, with respect to SPAC, the amount of the Redemption or the failure to obtain the Required SPAC Shareholder Approval shall not be deemed to be a Material Adverse Effect on or with respect to SPAC.

“Merger Sub Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Merger Sub, which shares shall entitle the holder thereof to 1 vote per share, as provided for and fully described in memorandum and articles of association of Merger Sub.

“NASDAQ” means The Nasdaq Stock Market LLC.

“Ordinary Course of Business” means (i) the ordinary course of the Target Companies’ business consistent with past practices, (ii) any reasonable actions or omission in response to or otherwise related to any change, effect, event, occurrence, state of facts or development attributable to COVID-19 or COVID-19 Measures, and (iii) any other action reasonably deemed necessary in the good faith determination of the management or directors of the Company in connection with the operations of the Target Companies or the furtherance of the Transactions.

“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other Action that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational Documents” means, with respect to any Person, its memorandum and articles of association or similar organizational documents, in each case, as amended. With respect to SPAC, Organizational Documents shall also include the Trust Agreement.

“Patents” means any patents, patent applications in any jurisdiction in the world, and the inventions, designs and improvements described and claimed therein, and other patent rights (including any divisionals, provisionals, non-provisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled).

“PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“PCAOB Audited Financial Statements” means the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the audited consolidated balance sheets of the Target Companies as of the Balance Sheet Date and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the year then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor.

“Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business, (b) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established with respect thereto, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with any of the Target Companies’ use or occupancy of such real property for the operation of their business, (d) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (e) licenses of Intellectual Property in the ordinary course of business, (f) Liens arising under this Agreement or any Ancillary Document, or (g) non-exclusive licenses of Intellectual Property granted by a Target Company in the ordinary course of business, in each case other than such encumbrances or restrictions that are the direct and intended result of the affirmative vote or action occurring after the date of this Agreement by a Target Company.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

“PIPE Investor Majority” means, prior to the Closing, PIPE Investors that have subscribed for a majority of the PIPE Subunits under the Amended Subscription Agreements, and after the Closing, PIPE Investors holding a majority of the Class B CVRs.

“Pro Rata Share” means, with respect to each Company Shareholder, a fraction expressed as a percentage equal to (i) the number of Company Ordinary Shares that such Company Shareholder holds at the Closing after giving effect to the Recapitalization, divided by (ii) the total number of Company Ordinary Shares held by all Company Shareholders at the Closing after giving effect to the Recapitalization.

“Redemption Price” means an amount equal to the price at which each SPAC Class A Share is redeemed or converted pursuant to the Redemption (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

“Related Person” means any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person).

“Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

“Required SPAC Shareholder Approval” means the approval of the SPAC Shareholder Approval Matters by the requisite vote of the holders of SPAC Shares at the Extraordinary General Meeting, in accordance with, and as required by the SPAC Organizational Documents, the Cayman Act and other applicable law.

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the U.S. Securities Act of 1933.

“Software” means any computer software programs, including all source code, object code, and documentation related thereto.

“SOX” means the U.S. Sarbanes-Oxley Act of 2002.

“SPAC Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of SPAC; provided, that references herein to the SPAC Organizational Documents for periods after the Merger Effective Time includes the Surviving Company Memorandum and Articles of Association.

“SPAC Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Confidential Information” means all confidential or proprietary documents and information concerning SPAC or any of its Representatives; provided, however, that SPAC Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Company Representative Merger Sub or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by SPAC or its Representatives to by the Company, the Company Representative Merger Sub or any of their respective Representatives, was previously known by such receiving party, other than from SPAC or its Representatives, without violation of Law or any confidentiality obligation by the Person receiving such SPAC Confidential Information. For the avoidance of doubt, from and after the Closing, SPAC Confidential Information will include the confidential or proprietary information of the Target Companies.

“SPAC Fundamental Representations” means the representations and warranties contained in Sections 2.1 (Organization and Standing), 2.2 (Authorization; Binding Agreement), 2.5 (Capitalization) and 2.16 (Finders and Brokers).

“SPAC Preference Shares” means preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by SPAC’s board of directors.

“SPAC Private Share” means one SPAC Class A Share included as part of a SPAC Private Subunit.

“SPAC Private Subunit” means the subunits, issuable upon detachment of a SPAC Private Unit, entitling the holder thereof to (i) one SPAC Private Share and (ii) one-quarter of one SPAC Private Warrant.

“SPAC Private Units” means the units issued in a private placement at the time of the consummation of the IPO, consisting of (i) one SPAC Private Subunit and (ii) one half of one SPAC Private Warrant.

“SPAC Public Subunit” means the subunits, issuable upon detachment of a SPAC Public Unit, entitling the holder thereof to (i) one SPAC Class A Share and (ii) one-quarter of one SPAC Public Warrant.

“SPAC Public Units” means the units issued in the IPO (including over-allotment units acquired by SPAC’s underwriter) consisting of (i) one SPAC Public Subunit and (ii) one half of one SPAC Public Warrant.

“SPAC Private Warrants” means the warrants issued in a private placement at the time of the consummation of the IPO, entitling the holder thereof to purchase one SPAC Class A Share per whole warrant at a purchase price of $11.50 per share.

“SPAC Public Warrants” means the warrants that were included as part of each SPAC Unit, entitling the holder thereof to purchase one SPAC Class A Share per whole warrant at a purchase price of $11.50 per share.

“SPAC Shares” means, collectively, the SPAC Class A Shares (including SPAC Private Shares) and the SPAC Class B Shares.

“SPAC Securities” means the SPAC Units, the SPAC Shares, the SPAC Preference Shares and the SPAC Warrants, as appropriate.

“SPAC Subunits” means the SPAC Private Subunits and SPAC Public Subunits, collectively.

“SPAC Transaction Expenses” means all fees and expenses of SPAC (and not otherwise expressly allocated to any of the Target Companies or Merger Sub pursuant to the terms of this Agreement or any Ancillary Document) incurred or payable as of the Closing Date in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of their covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, along with any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO payable upon consummation of a Business Combination, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, financial printer, proxy solicitor, or other agents or service providers of SPAC, travel and entertainment incurred by SPAC, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to SPAC pursuant to this Agreement or any Ancillary Document.

“SPAC Units” means the SPAC Private Units and SPAC Public Units, collectively.

“SPAC Warrants” means SPAC Private Warrants and SPAC Public Warrants, collectively.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules. Notwithstanding the forgoing, Merger Sub shall not be deemed to be a Subsidiary of the Company for purposes of this Agreement.

“Target Company” means each of the Company and its direct and indirect Subsidiaries (excluding Merger Sub).

“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Tax” means any U.S. federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, or additional amounts imposed by any Governmental Authority with respect thereto, whether disputed or not, and including any secondary liability for any of the aforementioned.

“Trade Secrets” means, collectively, any trade secrets, know-how, confidential research and development information, formulae, confidential price and cost information, processes, and other confidential information or proprietary rights, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, Software documentation operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, and improvements (whether or not patentable or subject to copyright, trademark, or trade secret protection), in each case, to the extent the foregoing are confidential, provide material competitive advantage, and protected by applicable Law.

“Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

“Trading Day” means any day on which Company Ordinary Shares are actually traded on Trading Market.

“Trading Market” means from and after the Closing, at any particular time of determination, the principal securities exchange or securities market on which the Company Ordinary Shares are then traded.

“Trust Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of April 8, 2021, as it may be amended (including to accommodate the Merger), by and between SPAC and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrant Agent” means Continental Stock Transfer & Trust Company, as warrant agent under the Warrant Agreement.

“Warrant Agreement” means the Warrant Agreement, dated as of April 8, 2021, as amended, by and between SPAC and the Warrant Agent.

11.2 Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

{Signature Page to Amended and Restated Business Combination Agreement}

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

May 18, 2022

Global SPAC Partners Co.

2093 Philadelphia Pike #1968

Claymont, DE 19703

Attn: Jay Chandan, Chairman

Gorilla Technology Group Inc.

7F-1, No.302, Ruey Kuang Road, Neihu, Taipei, Taiwan, R.O.C.

Attn: Dr. Spincer Koh, CEO

Ladies and Gentlemen:

Reference is hereby made to that certain Subscription Agreement, dated as of February 10, 2022 (the “Original Subscription Agreement”), by and among between Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, the “Company”), Gorilla Technology Group Inc., a Cayman Islands exempted company (together with its successors, “Target”), and the undersigned subscriber (“Subscriber”), pursuant to which in connection with the proposed business combination (the “Transaction”) between the Company and the Target in accordance with that certain Business Combination Agreement, dated as of December 21, 2021 (the “Original BCA”, and as it is being amended and restated on or about the date hereof by the Amended BCA (as defined below), and as it may be further amended, the “BCA”), by and among, the Company, Target and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of Target (“Merger Sub”), the Subscriber agreed to purchase from the Company a certain number of subunits of the Company (any such subunits offered in the Offering, “PIPE Subunits”), with each PIPE Subunit identical to the subunits (the “Public Subunits” and, together with the PIPE Subunits, the “Subunits”) included as part of the public units sold in the Company’s initial public offering (the “IPO”) as described in the final prospectus of the Company, dated as of April 8, 2021, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2021 (File No. 333-249465) (the “IPO Prospectus”), and consisting of (i) one Class A ordinary share, par value $0.0001 per share, of the Company (a “Company Ordinary Share”) and (ii) one-quarter (¼) of one redeemable public warrant to purchase one Company Ordinary Share (each such whole warrant, a “Company Public Warrant”), for a purchase price of $10.10 per Subunit (the “Purchase Price”), as part of a private placement conducted by the Company (the “Offering”) with Subscriber and with other purchasers (“Other Subscribers”) under other subscription agreements entered into in connection with the Offering (“Other Subscription Agreements”). Pursuant to the Original BCA, among other matters, (x) prior to the consummation of the transactions contemplated thereby (the “Transaction Closing”), Target will effect a recapitalization (the “Recapitalization”), where it will (A) first convert all of its outstanding preferred shares into ordinary shares of Target (“Target Ordinary Shares”), (B) then conduct a share recapitalization of the Target Ordinary Shares so that the total number of outstanding Target Ordinary Shares on a fully-diluted basis (treating outstanding options to purchase Target Ordinary Shares (“Target Options”) on a net-exercise basis) will be equal to 65,000,000 shares, and (C) equitably adjust the number of shares and exercise price to be purchased under outstanding Target Options based on such share recapitalization (which Target Options, for the avoidance of doubt, are deducted from the total 65,000,000 shares on a net-exercise basis, as described in the foregoing clause (B)); and (y) upon the Transaction Closing, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), and as a result of which, each of the issued and outstanding securities of the Company immediately prior to the consummation of the Merger shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive a substantially identical security of Target (after breaking each Company unit and subunit into their respective component parts, and with each outstanding Company Ordinary Share and Class B ordinary share, par value $0.0001 per share, of the Company (a “Company Class B Share”) becoming one Target Ordinary Share and each outstanding Company Public Warrant becoming one redeemable warrant to purchase one Target Ordinary Share (a “Target Public Warrant”)) subject to the terms and conditions of the Original BCA.

On or about the date hereof, the Company, Target and Merger Sub amended and restated the Original BCA by entering into an Amended and Restated Business Combination Agreement (the “Amended BCA”), by and among, the Company, Target, Merger Sub, Global SPAC Sponsors LLC, a Delaware limited liability company, in the capacity thereunder as the representative (the “SPAC Representative”) of the shareholders of the SPAC prior to the Transaction Closing and the other shareholders of the Company (other than the Target Shareholders), and Tomoyuki Nii in the capacity thereunder as representative (the “Target Representative”) of the pre-Transaction Closing shareholders of Target (the “Target Shareholders”), which included certain amendments to the Original BCA to, among other matters, (i) place in escrow in a segregated escrow account (the “Earnout Escrow Account”) fourteen million (14,000,000) of the Target Ordinary Shares to be issued to the Target Shareholders in the Recapitalization (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Transaction Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with any dividends or distributions or other income paid or otherwise accruing to such securities during the time such securities are held in the Earnout Escrow Account, “Earnout Shares”), and make such Earnout Shares contingent and only vest and be earned by the Target Shareholders if certain share price maintenance and financial performance and reporting metrics are achieved by the Target after the Transaction Closing, with such Earnout Shares forfeited if such metrics are not achieved, (ii) provide that holders of outstanding Company Ordinary Shares that are not redeemed or converted in the Closing Redemption, including PIPE Subunits purchased under this Subscription Agreement or Other Subscription Agreements (but not Company Class B Shares or Company securities purchased in the IPO Private Placement), receive for each Company Ordinary Share held one (1) Class A contingent value right (as referred to and defined in the BCA as a Class A CVR, a “Class A CVR”) entitling them to receive (as a new reissuance by Target of equivalent Target Ordinary Shares or other securities or property forfeited as part of applicable Earnout Shares) (A) a pro rata portion, among holders of Class A CVRs, of the Earnout Shares that are forfeited by Target Shareholders under the BCA for failure to meet any the Target Ordinary Share price maintenance requirements (as referred to and defined in the BCA as Price Protection Shares, “Price Protection Shares”), and (B) a pro rata portion, among holders of all CVRs, of the Earnout Shares that are forfeited by Target Shareholders under the BCA for failure to meet any the financial performance and reporting metric performance requirements (as referred to and defined in the BCA as Revenue Protection Shares, “Revenue Protection Shares”), (iii) provide that Subscriber and Other Subscribers receive for each PIPE Subunit purchased under this Subscription Agreement and Other Subscription Agreements, respectively, one-half (½) of one Class B contingent value right (as referred to and defined in the BCA as a Class B CVR, a “Class B CVR”, and each of one whole Class B CVR and Class A CVR, a “CVR”)) entitling them to receive (as a new reissuance by Target of equivalent Target Ordinary Shares or other securities or property forfeited as part of applicable Earnout Shares) a pro rata portion, among holders of all CVRs, of the Revenue Protection Shares (but not the Price Protection Shares), (iv) restrict the CVRs from being listed for trading or quotation on Nasdaq, NYSE or any other major stock exchange without the consent of the SPAC Representative and the holders of a majority of the outstanding Class B CVRs (with the Class B CVRs to additionally be subject to the transfer restrictions set forth in this Subscription Agreement and the Other Subscription Agreements), (v) add into the BCA and related ancillary agreements both (A) the SPAC Representative as party thereto to represent the interests of the shareholders of the SPAC prior to the Transaction Closing and the other shareholders of the Company (other than the Target Shareholders) and (B) the Target Representative as party thereto to represent the interests of the Target Shareholders, in each case, with respect to certain matters under the BCA and related ancillary agreements after the Transaction Closing, including the determinations, enforcement and administration with respect to the Earnout Shares and related rights of the CVRs, and (vi) extend the Outside Date (as defined in the BCA) of the BCA from April 13, 2022 to July 13, 2022 (subject to further extension in accordance with the terms thereof). For illustrative purposes only, attached as Schedule 1 hereto is a term sheet summary of the key terms relating to the Earnout Shares and the CVRs.

In connection therewith, Subscriber, the Company and Target are amending and restating the Original Subscription Agreement pursuant to this Amended and Restated Subscription Agreement (this “Subscription Agreement”), and Subscriber, the Company and Target now agree as follows:

1. Subscription.

(a) Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such number of PIPE Subunits as is set forth on the signature page of this Subscription Agreement (the “Subscribed Subunits”) at the Purchase Price per PIPE Subunit and on the terms provided for herein.

(b) Notwithstanding anything to the contrary contained in this Subscription Agreement, if after the date of the Original Subscription Agreement, Subscriber has acquired or hereafter acquires ownership of Public Subunits in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such Public Subunits in connection with any redemption conducted by the Company in accordance with the Company’s organizational documents and the IPO Prospectus in conjunction with the Transaction Closing (the “Closing Redemption”) or in conjunction with an amendment of the Company’s organizational documents to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing Redemption or any Extension Redemption, a “Redemption”)) at least prior to the Company’s meeting of shareholders to approve the Transaction (the “Transaction Meeting”) and Subscriber does not redeem or convert such Public Subunits in connection with any Redemption (including revoking any prior redemption or conversion elections made with respect to such Public Subunits) (such Public Subunits, “Non-Redeemed Subunits”), the number of Subscribed Subunits for which Subscriber is obligated and has the right to purchase under this Subscription Agreement shall be reduced by the number of Non-Redeemed Subunits; provided, that promptly upon the Company’s request, Subscriber will provide the Company with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Subunits.

(c) The parties agree that for each (i) Subscribed Subunit purchased by Subscriber and (ii) Non-Redeemed Subunit owned and not redeemed by Subscriber through the Transaction Closing in accordance with Section 1(b) above, at the Transaction Closing, Target will issue to Subscriber one-half (½) of one Class B CVR (with the aggregate number of Class B CVRs issued under this Subscription Agreement rounded down to the nearest whole Class B CVR) (the Class B CVRs to be issued to Subscriber under this Subscription Agreement, along with the Subscribed Subunits, collectively the “Subscribed Securities”). As to be set forth in the Contingent Value Rights Agreement (as defined in the BCA), each Class A CVR and Class B CVR will automatically terminate and be cancelled upon the final disbursement of all Escrow Shares from the Earnout Escrow Account for either distribution to the Target Shareholders or to Target for cancellation and, if any Escrow Shares are disbursed to Target for cancellation, after reissuance and redelivery of equivalent securities and properties to the CVR Rights Agent and the CVR Rights Agent’s distribution of the same to holders of CVRs, in each case, in accordance with the BCA, the Escrow Agreement and the Contingent Value Rights Agreement.

(d) Notwithstanding anything to the contrary set forth in this Subscription Agreement, Subscriber may, at its sole election by providing written notice thereof (the “Subscription Reduction Notice”) to the Company before the final definitive proxy statement for the Transaction Meeting is mailed by the Company to its shareholders (the “Subscription Reduction Notice Deadline”), with Subscriber having had no less than five (5) days’ advance notice of such intended mailing date and with the Closing being no sooner than fourteen (14) days after such mailing date, reduce its obligations to purchase PIPE Subunits under this Subscription Agreement by such number of PIPE Subunits as set forth in the Subscription Reduction Notice (with such revised number of subscribed PIPE Subunits becoming the “Subscribed Subunits” for purposes of this Subscription Agreement) (the “Subscription Reduction”); provided, that in the event that the number of Subscribed Subunits under this Subscription Agreement after giving effect to the Subscription Reduction and the total number of subscribed PIPE Subunits by Other Subscribers under Other Subscription Agreements, after giving effect to any similar rights of Other Subscribers under Other Subscription Agreements to reduce their subscription obligations thereunder (an “Other Subscriber Subscription Reduction”), would in the aggregate be less than sixty percent (60%) of the aggregate of the total number of Subscribed Subunits set forth on the signature page to this Subscription Agreement and the total number of subscribed PIPE Subunits set forth on the signature pages to the Other Subscription Agreements (the “Total PIPE Subunits”), then the total number of PIPE Subunits subscribed under this Subscription Agreement and under Other Subscription Agreements (where the Other Subscriber has elected an Other Subscribed Subscription Reduction) which is subject to reduction as a result of the Subscription Reduction or Other Subscriber Subscription Reduction, as applicable, shall be reduced pro rata (based on the number of PIPE Subunits requested for reduction by each of Subscriber under this Subscription Agreement and the Other Subscribers under the Other Subscription Agreements) so that the total number of subscribed PIPE Subunits under this Subscription Agreement and all Other Subscription Agreements is no less than sixty percent (60%) of the Total PIPE Subunits. Notwithstanding the foregoing, Subscriber may revoke the Subscription Reduction Notice (and the related Subscription Reduction) by providing written notice thereof to the Company at any time prior to the Closing, subject to the Company’s prior written consent to such revocation.

2. Closing; Delivery of Subscribed Subunits.

(a) The closing of the sale of Subscribed Subunits contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction Closing. The Closing shall occur on the date of, and immediately prior to, the Transaction Closing.

(b) The Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) that the Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than three (3) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve either party of any of its obligations hereunder. At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Subscribed Subunits (the “Aggregate Purchase Price”) by wire transfer of U.S. dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by the Company, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against delivery to Subscriber of the Subscribed Subunits, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below. If this Subscription Agreement is terminated prior to the Closing and any funds have already been sent by Subscriber to the Escrow Account, or the Closing Date does not occur within three (3) business days after the Scheduled Closing Date specified in the Closing Notice, the Company shall or shall cause the Escrow Agent to promptly (but not later than five (5) business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Subscribed Subunits by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such three (3) business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith).

(c) Promptly after the Closing, the Company shall deliver (or cause the delivery of) the Subscribed Subunits to Subscriber (or its permitted assignee) in book-entry form with restrictive legends for the number of Subscribed Subunits as set forth on the signature page (subject to a Subscription Reduction) to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below, and Target shall do the same after the Transaction Closing with respect to the Class B CVRs to be issued by Target hereunder; provided, that, at the Transaction Closing, as contemplated by and in accordance with the terms set forth in the BCA, each Subscribed Subunit shall automatically be split into its component parts of one Company Ordinary Share and one-quarter (¼) of a Company Public Warrant, and then (x) such Company Ordinary Shares will be cancelled and convert into the right to receive one (1) Target Ordinary Share and one (1) Class A CVR for each whole Company Ordinary Share owned by Subscriber as of the Transaction Closing, and (y) such Company Public Warrants will be cancelled and convert into the right to receive one (1) Target Public Warrant for each whole Company Public Warrant owned by Subscriber as of the Transaction Closing, and any reference in this Subscription Agreement to the Subscribed Subunits from and after the Transaction Closing shall include the Target Ordinary Shares, Class A CVRs and Target Public Warrants issued in exchange therefor in the Transaction Closing (after the detachment of the Subunits).

3. Closing Conditions. In addition to the condition set forth in Section 2(a) above:

(a) The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no suspension of the qualification of the Subscribed Subunits for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing (other than in contemplation of the Target Ordinary Shares, Class A CVRs and Target Public Warrants to be issued in exchange therefor at the Closing);

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Subscribed Subunits shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(iii) all material conditions precedent to the Transaction Closing set forth in the BCA shall have been satisfied (as determined in good faith by the parties to the BCA) or waived by the parties thereto in accordance with the requirements of the BCA (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).

(b) The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date; and

(ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company and Target contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company and Target of each of the representations, warranties and agreements of the Company and Target, as applicable, contained in this Subscription Agreement as of the Closing Date;

(ii) the Company and Target shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing;

(iii) the Target Ordinary Shares and the Target Public Warrants issued in exchange for the Subscribed Subunits in the Transaction Closing have been approved for listing on the Nasdaq Capital Market (“Nasdaq”) (or, at the election of the Company, the New York Stock Exchange (“NYSE”)), subject to official notice of issuance (for the avoidance of doubt, there is no requirement that any CVRs be so listed); and

(iv) the Company or Target shall have delivered a First Amendment to Lock-Up Agreement in substantially the form attached as Exhibit B hereto (each, a “Lock-Up Amendment”) for each Target shareholder that executed and delivered a Lock-Up Agreement with the Target in connection with the BCA (a “Locked-Up Shareholder”) (or alternatively with other Target shareholders that own in the aggregate with the Locked-Up Shareholders delivering such Lock-Up Amendments at least the same ownership percentage of Target as the Locked-Up Shareholders), with such Lock-Up Amendment duly executed by such Target shareholder(s) and Target.

4. Company Representations and Warranties. Each of the Company and Target represents and warrants to Subscriber that:

(a) Each of the Company and Target is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) The Subscribed Securities have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Subscribed Securities will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s (or, with respect to the Class B CVRs, Target’s) organizational documents or under the laws of the Cayman Islands.

(c) This Subscription Agreement has been duly authorized, executed and delivered by such company and is enforceable against such company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(d) Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the execution, delivery and performance of this Subscription Agreement and the consummation by the Company and Target of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Subscribed Securities) in compliance herewith will be done in accordance with the rules of Nasdaq (or NYSE, as applicable) and none of the foregoing will result in (i) a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company or Target (a “Material Adverse Effect”) or materially affect the validity of the Subscribed Securities or the legal authority or ability of the Company or Target to perform in all material respects its obligations under the terms of this Subscription Agreement; (ii) any violation of the provisions of the organizational documents of the Company or Target; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company, Target or any of their respective properties that would have a Material Adverse Effect or materially affect the validity of the Subscribed Securities or the legal authority or ability of the Company and Target to perform in all material respects it obligations under the terms of this Subscription Agreement, subject, in the case of the foregoing clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated.

(e) Except for or in respect of any changes (including any revisions to or restatements of SEC Reports (as defined below) or financial statements contained therein) to (i) the Company’s historical accounting of the Company’s warrants as equity rather than as liabilities as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued by the SEC on April 12, 2021, and related guidance by the SEC, (ii) the Company’s accounting or classification of the Company’s outstanding redeemable capital stock as temporary, as opposed to permanent, equity that may be required as a result of related statements by the SEC staff or recommendations or requirements of the Company’s auditors, or (iii) the Company’s historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting matters (the foregoing clauses (i) through (iii), collectively, the “SEC SPAC Accounting Changes”), and except for any delays in the filing of the Company’s periodic reports as they come due (which, as of the date hereof, have all since been filed with the SEC), as of their respective dates, all reports (the “SEC Reports”) filed or required to be filed by the Company with the SEC complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed as of the time of the execution of this Subscription Agreement and at the time of the Transaction Closing, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The parties acknowledge and agree that any restatement, revision or other modification of the Company’s financial statements or the SEC Reports as a result of any SEC SPAC Accounting Changes shall be deemed not material for purposes of this Subscription Agreement. Except for any SEC SPAC Accounting Changes, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes.

(f) The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which Subscriber could become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company). Other than compensation paid or payable to I-Bankers Securities Inc. (“IBS”) and PartnerCap Securities, LLC (“PCS”), as placement agents (collectively the “Placement Agents”), the Company is not aware of any person that has been or will be paid (directly) remuneration for solicitation of purchasers in connection with the sale of any PIPE Subunits in the Offering.

(g) Assuming the accuracy of the representations and warranties of the Subscriber in Section 5, neither the Company nor Target is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance of the Subscribed Securities pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with the terms of this Subscription Agreement, (iv) those required by the Nasdaq (or NYSE, as applicable), and (v) those filings as to which the failure to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h) Each of the Company and Target is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor Target has received any written communication from a governmental authority that alleges that the Company or Target, respectively, is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(i) The Company is not, and immediately after receipt of payment for the Subscribed Securities, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(j) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, in connection with the offer, sale and delivery of the Subscribed Securities in the manner contemplated by this Subscription Agreement, it is not necessary to register the Subscribed Securities under the Securities Act. The Subscribed Securities (i) were not offered to Subscriber by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

(k) Except for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company or Target, threatened in writing against the Company or Target or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company or Target.

(l) The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

5. Subscriber Representations, Warranties and Covenants. Subscriber represents and warrants to the Company that:

(a) Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Subscribed Securities, it was, and as of the date hereof, Subscriber is (i) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (ii) is acquiring the Subscribed Securities only for its own account and (iii) not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Securities.

(ii) Applicable to non-U.S. investors: Subscriber understands that the sale of the Subscribed Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Subscribed Securities in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Securities hereunder outside of the U.S. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. Subscriber understands and agrees that Subscribed Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber understands that the Subscribed Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Securities delivered at the Closing will not have been registered under the Securities Act. Subscriber understands that the Subscribed Securities may not be resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law) or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to the Company (or after the Transaction Closing, Target) or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the U.S. within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the U.S., and that any certificates (if any) or any book-entry securities representing the Subscribed Securities delivered at the Closing shall contain a legend or restrictive notation to such effect. Subscriber acknowledges that the Subscribed Securities will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Securities, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Securities and may be required to bear the financial risk of an investment in the Subscribed Securities for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Securities. Subscriber further understands and acknowledges that the Class B CVRs to be issued by Target under this Subscription Agreement are subject to additional restrictions on transfer by Subscriber as set forth in Section 11 below.

(c) Subscriber understands and agrees that Subscriber is purchasing Subscribed Subunits directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, the Target or any of their respective officers or directors, expressly (other than those representations, warranties, covenants and agreements included in this Subscription Agreement) or by implication. Except for the representations, warranties and agreements of the Company and Target expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Subscribed Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Target, including all business, legal, regulatory, accounting, credit and tax matters.

(d) Subscriber’s acquisition and holding of the Subscribed Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.

(e) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Securities. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the IPO Prospectus, (ii) each filing made by the Company or Target with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the BCA, a copy of which has been filed by the Company with the SEC, and (iv) the investor presentation by the Company and Target (the “Investor Presentation”), a copy of which has been furnished by the Company to the SEC. The undersigned understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Securities. Subscriber has conducted its own investigation of the Company, Target and the Subscribed Securities and Subscriber has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Securities. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Subscribed Securities hereunder, except as otherwise provided herein, and that, in purchasing the Subscribed Securities, Subscriber is not relying upon any projections contained in the Investor Presentation.

(f) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subunits, including those set forth in the Disclosure Documents and in the SEC Reports. Subscriber is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluation its participation in the purchase of the Subscribed Securities. Subscriber has determined based on its own independent review, and has sought such professional advice as it deems appropriate, that its purchase of the Subscribed Securities (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Securities. Subscriber is able to bear the substantial risks associated with its purchase of the Subscribed Securities, including the loss of its entire investment therein.

(g) Subscriber became aware of this Offering of the PIPE Subunits (and Class B CVRs) solely by means of direct contact between Subscriber and the Company, the Placement Agents or a representative of the Company or the Placement Agents, and the Subscribed Securities were offered to Subscriber solely by direct contact between Subscriber and the Company, the Placement Agents or a representative of the Company or the Placement Agents. Subscriber acknowledges that the Company represents and warrants that the PIPE Subunits (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Subscriber has a substantive pre-existing relationship with the Company, Target or their respective affiliates or the Placement Agents for this Offering of the PIPE Subunits and Class B CVRs. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering.

(h) In making its decision to purchase the Subscribed Securities, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of the Company and Target set forth herein. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by the Placement Agents concerning the Company, Target or the Subscribed Securities or the offer and sale of the Subscribed Securities. Subscriber acknowledges and agrees that Subscriber had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Securities.

(i) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the Subscribed Securities or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Filings.

(j) If an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation.

(k) The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any federal or state law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual, will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement is genuine, and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

(l) Neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Subscribed Securities nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s and the Target’s representations and warranties contained herein.

(m) Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the U.S. and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the U.S. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Securities were legally derived.

(n) Neither Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers (collectively with Subscriber, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of the Subscribed Securities by Subscriber will not subject the Company to any Disqualification Event.

(o) No disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Subscribed Securities. Subscriber agrees that the Placement Agents and each of their respective members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company, the Target or the Subscribed Securities or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company. In connection with the issue and purchase of the Subscribed Securities, the Placement Agents have not acted as Subscriber’s financial advisor or fiduciary.

(p) Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.

(q) Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(r) If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code, or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that (i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Securities, and none of the Company or any of its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Securities and (ii) the acquisition and holding of the Subscribed Securities.

(s) Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Subunits until the Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing contained herein shall prohibit Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) any sale (including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing, (1) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Offering or the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (2) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subunits covered by this Subscription Agreement.

(t) Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company.

6. Registration Rights.

(a) Target agrees that, within thirty (30) calendar days after the Closing, Target will file with the SEC (at Target’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of Target Ordinary Shares, Class A CVRs and Target Public Warrants issued at the Transaction Closing in exchange for the Subscribed Subunits (the “Registrable Securities”; provided, that for the avoidance of doubt, the “Registrable Securities” hereunder will not include the Class B CVRs), and Target shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. Target agrees that it will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two years from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to Target (or its successor) upon request to assist Target in making the determination described above. Target’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to Target such information regarding Subscriber, the Registrable Securities of Target held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Target to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as Target may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents Target from including any or all of the Registrable Securities proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of Target’s Registrable Securities by the applicable stockholders or otherwise, (i) such Registration Statement shall register for resale such number of Target registrable securities which is equal to the maximum number of Target registrable securities as is permitted by the SEC and (ii) the number of Target registrable securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. Target will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. “Registrable Securities” shall include the Registrable Securities acquired pursuant to this Subscription Agreement and any other equity security of the of Target issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise, but not, for the avoidance of doubt, any other equity security of the Target owned or acquired by Subscriber. For as long as Subscriber holds the Registrable Securities issued pursuant to this Subscription Agreement, Target will (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as Target remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Registrable Securities pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

(b) Target shall, at its sole expense, advise Subscriber within five (5) business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Target of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as Target is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Target shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Target may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Target or would require premature disclosure of information that could materially adversely affect Target (each such circumstance, a “Suspension Event”); provided, that Target (i) may not delay or suspend the Registration Statement on more than two (2) occasions or for more than seventy-five (75) consecutive calendar days, or more than one hundred twenty (120) total calendar days, in each case during any twelve (12) month period, and (ii) shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such Registrable Securities as soon as practicable thereafter. Upon receipt of any written notice from Target of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from Target that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by Target unless otherwise required by applicable law. If so directed by Target, Subscriber will deliver to Target or destroy all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(d) From and after the Closing, Target agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Registrable Securities (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Target by Subscriber expressly for use therein. Notwithstanding the forgoing, Target’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Target (which consent shall not be unreasonably withheld, delayed or conditioned).

(e) From and after the Closing, Subscriber agrees to, severally and not jointly with any other selling stockholders using the applicable registration statement, indemnify and hold Target, and the officers, employees, directors, partners, members, attorneys and agents of Target, each person, if any, who controls Target within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Target within the meaning of Rule 405 under the Securities Act (collectively, the “Target Indemnified Parties”), harmless against any and all Losses incurred by Target Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Target by Subscriber expressly for use therein. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

7. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the BCA is terminated in accordance with its terms; or (c) written notice by either party to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in, and including any extension made in compliance with the terms of, the BCA); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 8 through 10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the BCA promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder shall be promptly returned to Subscriber.

8. Trust Account Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (the “IPO Private Placement”) (including interest accrued from time to time thereon) for the benefit of the Company’s public shareholders (including overallotment securities acquired by the Company’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if the Company fails to consummate a Business Combination within 12 months after the closing of the IPO and is subject to extension by an amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Subscribed Subunits acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio.

(b) The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Securities, and Subscriber shall provide such information to the Company promptly upon such request, it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s eligibility or the Company determines that Subscriber is not eligible. On or prior to the Closing Date, the Company, Target and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(c) Subscriber acknowledges that the Company, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of Subscribed Subunits from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. Subscriber acknowledges and agrees that each of the Placement Agents is a third-party beneficiary of the representations, warranties and covenants of Subscriber contained in Section 5 of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if it were an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

(d) The Company, Target and each Placement Agent is entitled to rely upon this Subscription Agreement and their respective representations and warranties contained herein and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).

(e) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(f) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder.

(g) This Subscription Agreement (but excluding Schedule 1 hereto, which for the avoidance of doubt, is not incorporated herein and shall not have any legal effect) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering), including the Original Subscription Agreement, which is hereby expressly superseded by this Subscription Agreement.

(h) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(l) Subscriber hereby consents to the publication and disclosure in any press release issued by the Company or Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Subscription Agreement and the filing of any related documentation with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Company to any governmental authority or to security holders of the Company) of Subscriber’s identity and beneficial ownership of the Subscribed Securities and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the Company, a copy of this Subscription Agreement or the form hereof. Subscriber will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the Transaction or the Closing (including filings with the SEC).

(m) This Subscription Agreement and all actions arising out of or in connection with this Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the applicable of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 9(n). Nothing in this Section 9(m) shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Subscription Agreement or the Transactions contemplated hereby.

(n) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

(o) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company prior to the closing of a Business Combination will include the Company’s sponsor Global SPAC Sponsors LLC.

(p) At Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

(q) The parties hereto agree that the Placement Agents are express third-party beneficiaries of their express rights in this Subscription Agreement, including Sections 4, 5, 9(c)-(d), 9(f) and 10 of this Subscription Agreement, and that the SPAC Representative and Target Representative will have the direct rights to enforce the terms of Section 11 of this Subscription Agreement after the Closing as express third-party beneficiaries of this Subscription Agreement.

10. Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company and Target contained in this Subscription Agreement in making its investment or decision to invest in the Company and Target. Subscriber acknowledges and agrees that neither any Placement Agent nor any affiliate of any Placement Agent has provided Subscriber with any information or advice with respect to the Subscribed Securities nor is such information or advice necessary or desired. In connection with the issuance of the Subscribed Securities, Subscriber acknowledges and agrees that neither any Placement Agent nor any of their affiliates has acted as a financial advisor or fiduciary to Subscriber. Subscriber agrees that neither (i) any Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, employees or other Representatives of any such Other Subscriber) nor (ii) the Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons, officers, directors or employees or other Representatives, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Securities. Subscriber acknowledges that neither the Placement Agents, nor their respective Representatives: (a) shall be liable to Subscriber for any improper payment made in accordance with the information provided by the Company or Target; (b) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company or the Target pursuant to this Subscription Agreement or the BCA (together with any related documents, the “Transaction Documents”); or (c) shall be liable to Subscriber (whether in tort, contract or otherwise) (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any Transaction Document, except for their gross negligence, willful misconduct or bad faith.

11. Transfer Restrictions on Class B CVRs. Subscriber hereby agrees that without the prior written consent of the Target, the Target Representative and the SPAC Representative, Subscriber will not at any time (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any of the Class B CVRs received by Subscriber under or in connection with this Subscription Agreement (the “Restricted Class B CVRs”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Class B CVRs, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Class B CVRs or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Class B CVRs owned by Subscriber (I) to any Permitted Transferee (as defined below), (II) to the Target for cancellation in accordance with the requirements of the Contingent Value Rights Agreement upon such time as when the Class B CVRs have no further rights to receive any Target Ordinary Shares or other securities or properties in respect of forfeited Escrow Shares under the terms of the BCA and the Contingent Value Rights Agreement, or (III) required by virtue of the laws of the Cayman Islands; provided, however, that in the case of any transfer under clause (I), it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Restricted Class B CVRs subject to the provisions of this Section 11 applicable to Subscriber, and there shall be no further transfer of such Restricted Class B CVRs except in accordance with this Subscription Agreement. As used in this Subscription Agreement, the term “Permitted Transferee” shall mean: (A) if Subscriber is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Subscriber upon the liquidation and dissolution of Subscriber or, (B) to any affiliate of Subscriber. Subscriber further agrees to execute such agreements as may be reasonably requested by the Company or Target that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, the term “Restricted Class B CVRs” hereunder will not include any securities or property received by Subscriber from the Target under the BCA and the Contingent Value Rights Agreement with respect to Class B CVRs held by Subscriber. If any Prohibited Transfer is made or attempted contrary to the provisions of this Subscription Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Target shall refuse to recognize any such purported transferee of the Restricted Class B CVRs as a holder thereof for any purpose. Subscriber acknowledges that any certificate or book-entry listing evidencing the Restricted Class B CVRs may be stamped or otherwise imprinted with a customary restrictive legend noting the restrictions on transfer set forth in this Section 11, in addition to any other applicable legends.

{SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

{Signature Page to Amended and Restated Subscription Agreement}

{SUBSCRIBER SIGNATURE PAGE TO
THE AMENDED AND RESTATED SUBSCRIPTION AGREEMENT}

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber: ______________________________________________________________________________

Signature of Authorized Signatory of Subscriber: ________________________________________________________

Name of Authorized Signatory: ______________________________________________________________________

Title of Authorized Signatory: _______________________________________________________________________

Address for Notice to Subscriber:

________________________________________________________________________________________

________________________________________________________________________________________

________________________________________________________________________________________

Attention: ________________________________________________________________________________

Email: ___________________________________________________________________________________

Facsimile No.: _____________________________________________________________________________

Telephone No.: ____________________________________________________________________________

Address for Delivery of Subscribed Securities to Subscriber (if not same as address for notice):

________________________________________________________________________________________

________________________________________________________________________________________

________________________________________________________________________________________

Subscription Amount: $ __________________________

Number of Subscribed Subunits: ____________________________

Subscriber status (mark one): ☐ U.S. investor ☐ Non-U.S. investor

EIN Number: _____________________________________________

Exhibit A
to Amended and Restated Subscription Agreement

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.

In determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.

______________ True

______________ False

If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

Exhibit B
to Amended and Restated Subscription Agreement
Form of Lock-Up Amendment

See attachment.

Exhibit 10.2

AMENDMENT TO LETTER AGREEMENT

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [●], and shall be effective as of the Closing (defined below), by and among (i) Global SPAC Partners Co., a Cayman Islands exempted company (“Company”), (ii) Global SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”), (iii) I-Bankers Securities, Inc. (“I-Bankers”), (iv) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Target”), and (v) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and I-Bankers, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the BCA (as defined below)).

RECITALS

WHEREAS, Company, the Sponsor, I-Bankers and the other undersigned Insiders are parties to that certain Letter Agreement, dated as of April 8, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Letter Agreement”), pursuant to which I-Bankers, the Sponsor and the undersigned Insiders agreed, among other matters, to (i) waive their redemption rights with respect to their Founder Shares, Placement Shares, Representative’s Shares and any Class A ordinary shares underlying the Subunits that they may hold in connection with the completion of the proposed Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares, Placement Shares and Representative’s Shares if Company fail to complete its initial Business Combination within the completion window (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if Company fails to complete its initial business combination within the completion window), (iii) vote in favor of any proposed Business Combination for which the Company seeks approval, and (iv) certain transfer restrictions with respect to the Founder Shares, Placement Units, Placement Subunits, Placement Shares, Placement Warrants (or Ordinary Shares issued or issuable upon the conversion or exercise thereof);

WHEREAS, on December 21, 2021, the Company, the Target and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Target (“Merger Sub”), entered into that certain Business Combination Agreement (the “Original BCA”);

WHEREAS, on May 18, 2022, the Company, the Target, Merger Sub, the Sponsor in the capacity as the SPAC Representative (as defined in the BCA) thereunder, and Tomoyuki Nii, in the capacity as the Company Representative (as defined in the BCA) thereunder, entered into that certain Amended and Restated Business Combination Agreement (as it may be further amended from time to time in accordance with the terms thereof, the “BCA”);

WHEREAS, pursuant to the BCA, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the consummation of the Merger (as defined below) (the “Closing”), pursuant to a recapitalization (the “Recapitalization”) approved by the Target’s shareholders, (a) each outstanding preferred share of the Target shall become and be converted into ordinary shares of the Target (“Target Ordinary Shares”) and (b) immediately following such conversion, each then outstanding Target Ordinary Share shall become and be converted into such number of Target Ordinary Shares as is determined pursuant to the terms of the BCA; (ii) as described the BCA, immediately following the consummation of the Recapitalization, Merger Sub shall, at the Effective Time, be merged with and into Company (the “Merger”), with the Company surviving the Merger and continuing as a wholly owned subsidiary of the Target, and, in connection therewith, (A) each ordinary share of the Company issued and outstanding immediately prior to the Effective Time (including without limitation ordinary shares of the Company to be issued immediately prior to the Closing as part of subunits issued in the equity private placement (the “PIPE”) being conducted by the Company pursuant to Amended and Restated Subscription Agreements (the “Subscription Agreements”) being entered into by the Company, the Target and certain investors, pursuant to which such investors are purchasing Subunits substantially identical to the Subunits sold in the Company’s initial public offering and receiving from the Target one-half (½) of one Class B CVR (as defined in the BCA) for each Subunit purchased in the PIPE), shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive an equal number of Target Ordinary Shares and Class A CVRs (as defined in the BCA), and (B) each outstanding warrant of the Company shall be assumed by the Target and become a warrant to purchase the same number of Target Ordinary Shares (each, a “Target Warrant”) at the same exercise price during the same exercise period as the Company warrant being assumed all upon the terms and subject to the conditions set forth in the BCA and in accordance with the provisions of applicable law; and (iii) the memorandum and articles of association of the Company shall be amended and restated in the form attached to the BCA and each issued and outstanding share of common stock of Merger Sub shall become and be converted into one ordinary share of the Company, and the corporate name of the Company shall be changed to a name mutually agreed upon by the Company and the Target;

WHEREAS, the parties hereto desire to amend the Original Agreement to (i) add the Target as a party to the Letter Agreement, (ii) have the Insiders, as holders of Placement Units, waive their rights under the BCA to receive any Class A CVRs with respect to the ordinary shares of the Company under their Placement Units, and (iii) to revise the terms hereof in order to reflect the transactions contemplated by the BCA, including without limitation the issuance of Target Ordinary Shares in exchange for Company Class A Shares and Company Class B Shares thereunder and the issuance of Target Warrants in exchange for warrants of the Company thereunder; and

WHEREAS, pursuant to Section 12 of the Original Agreement, the Original Agreement can be amended with the written consent by all parties thereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Addition of the Target as a Party to the Letter Agreement. The parties hereby agree to add the Target as a party to the Letter Agreement. The parties further agree that, from and after the Closing, (i) all of the rights and obligations of the Company under the Letter Agreement shall be, and hereby are, assigned and delegated to the Target as if it were the original “Company” party thereto, and (ii) all references to the Company under the Letter Agreement relating to periods from and after the Closing shall instead be a reference to the Target. By executing this Amendment, the Target hereby agrees to be bound by and subject to all of the terms and conditions of the Letter Agreement, as amended by this Amendment, from and after the Closing as if it were the original “Company” party thereto.

2. Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:

(a) The defined terms in this Amendment, including within limitation in the preamble and recitals hereto, and the definitions incorporated by reference from the BCA, are hereby added to the Letter Agreement as if they were set forth therein.

(b) The parties hereby agree that (i) the terms “Ordinary Shares”, “Founder Shares”, “Representative’s Shares” and “Placement Shares” as used in the Letter Agreement shall include without limitation any and all Target Ordinary Shares into which any such securities will convert in the Merger, (ii) the term “Placement Warrants” shall include without limitation any and all Target Warrants into which such securities will convert in the Merger. and (iii) the terms “Placement Units” and “Placement Subunits” shall include without limitation any and all Target Ordinary Shares and Target Warrants into which such securities will convert in the Merger, including without limitation in each case, for purposes of Section 7 of the Letter Agreement. The parties further agree that from and after the Closing, any reference (as applicable and as appropriate) in the Letter Agreement to (A) Ordinary Shares will instead refer to the Target Ordinary Shares (and any other securities of the Target or any successor entity issued in consideration of, including without limitation as a stock split, dividend or distribution, or in exchange for any of such securities), and (B) Warrants will instead refer to the warrants of the Target (and any warrants of the Target or any successor entity issued in consideration of or in exchange for any of such warrants).

3. Waiver of Rights to Class A CVRs. Each Insider hereby irrevocably waives any and all rights that it might have, whether under the BCA, applicable law or otherwise, to receive Class A CVRs in the Merger with respect to any Placement Shares that it owns (including without limitation through its ownership of Placement Units or Placement Subunits).

4. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall become effective upon the Closing. In the event that the BCA is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

5. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Letter Agreement in the Original Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Agreement, including without limitation Section 17 thereof.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Amendment to Letter Agreement as of the date first above written.

{Signature Page to Amendment to Letter Agreement}

4

Exhibit 99.1

May 2022

This presentation (the "Presentation") is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination (the “Potential Business Combination”) between Global SPAC Partners Co. (“Global”) and Gorilla Technology Group Inc. (the "Company" or “Gorilla”) and is being furnished solely for use by prospective investors in connection with their consideration of an investment in Global. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Potential Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Global, the Company, or any of their respective affiliates . Specifically, this Presentation shall not constitute a solicitation as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation . You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision . The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions . The recipient acknowledges that it is (i) aware that the United States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Exchange Act and the rules and regulations promulgated thereunder, and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10 b - 5 thereunder . None of Global, the Company or any of their respective affiliates, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Presentation or any other information (whether communicated in written or oral form) transmitted or made available to prospective acquirers or investors and each of such persons expressly disclaims any and all liability relating to or resulting from the use of this Presentation or such other information by a prospective acquirer or investor or any of their affiliates or representatives . Prospective investors are not entitled to rely on the accuracy or completeness of the Presentation and are entitled to rely solely on only those particular representations and warranties, if any, which may be made by Global or the Company to an investor in a subscription agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein . Each recipient agrees, and the receipt of this Presentation serves as an acknowledgment thereof, that the subject matter hereof and all of the information contained herein is of a confidential nature and that the recipient will treat such information in a confidential manner and will not, directly or indirectly, disclose or permit its affiliates or representatives to disclose any information regarding its receipt hereof or any information contained herein to any other person or reproduce, disseminate, quote or refer to this Presentation, in whole or in part, without the prior written consent of Global and the Company, and you agree to delete or destroy this Presentation upon Global’s or the Company’s request . Projections - The financial projections presented in this Presentation represent management's current estimates of future performance based on various assumptions, which may or may not prove to be correct . The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the projections and accordingly they did not express an opinion or provide any other form of assurance with respect thereto . These projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying these projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risk that could cause actual results to differ materially from those contained in these projections . See “Forward - Looking Statements” below . Accordingly, there can be no assurance that these projections will be realized . Further, industry experts may disagree with these assumptions and with management's view of the market and the prospects for the Company . This Presentation does not purport to contain all information which may be material to an acquirer or investor, and recipients of this Presentation should conduct their own independent evaluation and due diligence of the Company . Each recipient agrees, and the receipt of this Presentation serves as an acknowledgment thereof, that if such recipient determines to engage in a transaction with the Company, its determination will be based solely on the terms of the definitive agreement relating to such transaction and on the recipient’s own investigation, analysis and assessment of the Company and the Potential Business Combination . Neither Global nor Company intends to update or otherwise revise this Presentation following its distribution and neither Global nor the Company makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Presentation after the date of the Presentation. Unless noted otherwise, all financial figures contained in this Presentation are in U.S. Dollars.

Use of Data - The data contained herein is derived from various internal and external sources . No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modelling or any other information contained herein . Any data on past performance or modelling contained herein is not an indication as to future performance . Global and the Company assume no obligation to update the information in this Presentation . Further, the financial statements contained herein were prepared by the Company in accordance with private company AICPA standards . The Company is currently in the process of conforming its financials to comply with public company and U . S . Securities and Exchange Commission (the “SEC”) requirements . Trademarks - Global and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Global or the Company, or an endorsement or sponsorship by or of Global or the Company . Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Global or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights . Industry and Market Information - Information contained in this Presentation concerning Gorilla’s industry and the markets in which it operates, including Gorilla’s general expectations and market position, market opportunity and market size, is based on information from Gorilla’s management’s estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties . In some cases, we may not expressly refer to the sources from which this information is derived . Management estimates are derived from industry and general publications and research, surveys and studies conducted by third parties and Gorilla’s knowledge of its industry and assumptions based on such information and knowledge, which we believe to be reasonable . In addition, assumptions and estimates of Gorilla’s and its industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors . These and other factors could cause Gorilla’s future performance and actual market growth, opportunity and size and the like to differ materially from our assumptions and estimates . Forward Looking Statements - This Presentation contains, and certain oral statements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . Global’s and Gorilla’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performance and anticipated financial impacts of the Potential Business Combination contemplated by the definitive Business Combination Agreement, dated as of December 21 , 2021 (as may be amended or supplemented from time to time, the “Business Combination Agreement”), the satisfaction of the closing conditions to the Potential Business Combination and the timing of the completion of the Potential Business Combination . These forward - looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results . Most of these factors are outside of the control of Global or Gorilla and are difficult to predict . Factors that may cause such differences include but are not limited to : (i) the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the post - business combination company (the “Combined Entity”) or the expected benefits of the Potential Business Combination, if not obtained ; (ii) the failure to realize the anticipated benefits of the Potential Business Combination ; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties ; (iv) the ability of Global prior to the Potential Business Combination, and the Combined Entity following the Potential Business Combination, to maintain the listing of the Combined Entity’s shares on Nasdaq ; (v) costs related to the Potential Business Combination ; (vi) the lack of a third - party fairness opinion in determining whether or not to pursue the Potential Business Combination ; (vii) the failure to satisfy the conditions to the consummation of the Potential Business Combination, including the approval of the Business Combination Agreement by the shareholders of Global and the satisfaction of the minimum cash requirements of the Business Combination Agreement following any redemptions by Global’s public shareholders ; (viii) the risk that the Potential Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline ; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related to the Potential Business Combination ; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Potential Business Combination, and the Combined Entity following the Potential Business Combination ; (xi) the ability of the Combined Entity to compete effectively in a highly competitive market ; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand ; (xiii) the impact from future regulatory, judicial, and legislative changes in Gorilla’s or the Combined Entity’s industry ; (xiv) the uncertain effects of the COVID - 19 pandemic ; (xv) competition from larger technology companies that have greater resources, technology, relationships and/or expertise ; (xvi) future financial performance of the Combined Entity following the Potential Business Combination, including the ability of future revenues to meet projected annual bookings ; (xvii) the ability of the Combined Entity to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses ; (xviii) the ability of the Combined Entity to generate sufficient revenue from each of its revenue streams ; (xix) the ability of the Combined Entity’s patents and patent applications to protect the Combined Entity’s core technologies from competitors ;

(xx) the Combined Entity’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements ; (xxi) product sales and/or services ; (xxii) the Combined Entity’s ability to execute its business plans and strategy ; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Global or Gorilla . The foregoing list of factors is not exclusive . Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward - looking statements . Readers are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made . Global and Gorilla undertake no obligation to update forward - looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation . Use of Non - GAAP Financial Measures - This Presentation includes certain non - GAAP financial measures, including EBITDA, that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non - GAAP financial measures used by other companies . Gorilla and Global believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of Gorilla . These non - GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP . Forward - looking non - GAAP financial measures are provided ; they are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation . Important Information for Investors and Shareholders - In connection with the Potential Business Combination, Gorilla has filed with the SEC a Registration Statement on Form F - 4 , which includes a preliminary proxy statement of Global, and a prospectus of Gorilla in connection with the proposed Potential Business Combination . The definitive proxy statement and other relevant documents will be mailed to Global security holders as of a record date to be established for voting on the Business Combination Agreement and the Potential Business Combination . Investors and security holders of Global and other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Global’s solicitation of proxies for the extraordinary general meeting of Global shareholders to be held to approve the Business Combination Agreement and the Potential Business Combination because these documents will contain important information about Global, Gorilla, the Business Combination Agreement and the Potential Business Combination . The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Potential Business Combination (when they become available), and any other documents filed by Global with the SEC, may be obtained free of charge at the SEC’s website (www . sec . gov) or by writing to Global at : 2093 Philadelphia Pike # 1968 , Claymont, DE 19703 . Participants in the Solicitation - Global and the Company and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Global’s shareholders in connection with the Potential Business Combination . Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of Global’s directors and officers in Global’s filings with the SEC, as well as the Company’s Registration Statement, that includes a proxy statement of Global in connection with Global solicitation of proxies for the vote by Global shareholders with respect to the Potential Business Combination and a prospectus of the Company . Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Global’s shareholders in connection with the Potential Business Combination is set forth in the Registration Statement . Additional Information - INVESTORS AND SECURITY HOLDERS OF GLOBAL ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH GLOBAL’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE POTENTIAL BUSINESS COMBINATION BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION AND THE PARTIES THERETO . When available, the definitive proxy statement/prospectus will be mailed to shareholders of Global as of a record date to be established for voting on the Potential Business Combination . Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www . sec . gov . NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE .

The Transaction

Gorilla Rollover Equity $519.7 Share Price (per share) (Assumed Trust Valu Escrow Shares (Outstanding & non - cancellable) $142.7 Pro Forma Shares Outstanding PIPE Financing (Subunits $10.10) $50.5 Total Equity Value Estimated Cash in Trust (post - closing) $131.9 Plus: LT Debt Total Sources $844.8 Less: Exis Uses of Funds L Sources & Uses Pro Forma Valuation (in millions, except share price) (in millions) Sources of Funds $519.7 $ Gorilla Rollover Equity Escrow Shares (to Gorilla s/h or PIPE & Public non - redeemers) Estimated Fees & Expenses Net Cash to Balance Sheet Total Uses Pro Forma Revenue Multiples 2022P Revenue 2023P Revenue Effective Price per Pub Pro Forma Ent Pro F Assumptions : Source of Funds: (i) PIPE financing of subunits (1 common + 1/4 warrant) of $50.5m at closing, plus (ii) Full net Trust (post extension) assuming no redemptions by Global's existing public shareholders (including non - redemption commitments). Use of Funds: Estimated Fees & Expenses includes all costs related to the merger transaction, such as audit, legal & financial fees (including PIPE placement, capital markets advisory & deferred IPO underwritingfees.) Pro Forma Illustrative Ownership: Primary % includes (i) 51 million rollover shares to existing Gorilla shareholders & 14 million into escrow, (ii) 5.0 million shares from PIPE issuance (The PIPE investors shall have the right to reduce its $50.5m subscription amount down to a minimum of $30.3m for any reason whatsoever, at its sole discretion, pursuant to the subscription agreement, as amended), and (iii) existing SPAC 17.95 million shares (16.75 million public IPO less 3.8m redeemed subunits at extension vote, 4.19 million Founder shares, 0.1 million u/w, 0.7 million IPO PIPE). Diluted % includes exercise of 12.1 million outstanding warrants and 1.25 million warrantsissued in PIPE, with a strike price of $11.50. (1) Assumes all Escrow Shares are distributedpro rata to PIPE & public shares (assuming no redemptions at merger closing). For illustration, if only 5 million public shares remain outstanding post - merger, then the effective price per public share would be $4.28. 95% 5% Warrant Dilution Diluted (from warrants) 15% 6% 15% 59% 6% Gorilla Shareholders Primary (w/ PIPE Investors) PIPE Shares Escrow Shares SPAC Sponsor & u/w Public IPO Shares

Gorilla shareholders will place into escrow 14 million shares , of the 65 million shares received in the transaction. The escrow shares will be distributed via a “Class - A CVR” for both: o Price protection only to “Cash Investors”, both PIPE investors and non - redeeming public shareholders ; and o Earn - out to Gorilla shareholders or Cash Investors, and based on actual 2022 & 2023 reported revenues, per a formula. o For each 1 escrow share distributed to non - redeeming public shareholders, 1.5 escrow shares will be distributed to PIPE investors via “Class - B CVR” Prior to 3/31/2023 - Distributions of shares as follows: o A. Price protection – Up to all 14 million shares, to Cash Investors to reduce cost basis to “market price” on certain test dates: o “ Market Price” calculated as the 20 trading day weighted - average price, ending on any of the following: o Test dates: (i) End of Q3 & Q4; (ii) Date 2022 annual report filed with SEC; and (iii) any date when the closing price per share is below $5.00 for previous 5 consecutive trading days (but (iii) is only triggered one time). o B. Earn - out – Up to 60% of escrow shares, less those used for price protection, distributed based on actual 2022 revenues filed with the SEC o 2022 Rev greater than $65m then distributed only to Gorilla shareholders, if less than $51m then only to Cash Investors, in between is sliding scale o For Gorilla shareholders to receive shares, revenues from acquisitions do not count & Gross Profit margin must be greater than or equal to prior year. Investor Alignment Prior to 3/31/2024 - Distributions of shares as follows: o C. Price protection – Up to all 40% or remaining, same as 1st price protection, except only test date is date 2023 annual report is filed with the SEC o D. Earn - out – All remaining shares, distributed based on actual 2023 revenues filed with the SEC o 2023 Rev greater than or equal $90m then distributed only to Gorilla shareholders, if less than $90m then only to Cash Investors o For Gorilla shareholders to receive shares, revenues from acquisitions do count & Gross Profit margin must be greater than or equal prior year.

Gorilla shareholders receiving 94.12% of shares agreed to 1 year lock - up o Applies to 65 million shares, of which 14 million shares to be placed into escrow o Lock - up for up to 1 year from the date of merger closing. Early release after 6 months post merger closing, as follows: o Initial ¼ of the shares, if closing price per share is greater than $12.50 (20 of 30 trading days) o Additional ¼ of the shares, if closing price per share is greater than $15.00 (20 of 30 trading days) o Next ¼ of the shares, if closing price per share is greater than $17.50 (20 of 30 trading days) No early release for final ¼ of shares Investor Alignment

The Opportunity

Business Key Competitive Advantages • Award Winning technology leader. • ~20 years of tech development. • Strategic partnerships with Intel, DellEMC & Softbank. • World Class reference customers & solutions. Transaction • SPAC cash in Trust of $ 132 million • A minimum cash condition to closing of $ 50 million ; satisfied with $ 50 . 5 million PIPE* of subunits at $ 10 . 10 , per subunit . • Net proceeds support organic growth to 2024 when business is projected to be cash positive . • Additional proceeds will allow company to broaden geographic and horizontal coverage . Valuation • Pro forma Enterprise Value of $ 720 million fully diluted basis (zero trust redemptions) . • Attractive entry multiple for a high growth business of 11 . 1 x projected ‘ 22 revenues, representing significant discount to direct public comps and similar SPAC transactions . • A Global leader in Edge AI for video intelligence, IoT security and edge content management . • Advanced platform with flexible deployment via multiple sales channels . • Business has proven unit economics and are expected to be EBITDA positive in 2022 . • Projected path to $ 402 million revenues and $ 180 m EBITDA by 2026 . I Source – Management Estimates * (The PIPE investors shall have the right to reduce its $50.5m subscription amount down to a minimum of $30.3m for any reason whatsoever, at its sole discretion, pursuant to the subscription agreement, as amended.

The Edge Opportunity Mobile Edge Computing market CAGR of 28.9% during 2021 - 2027 (6) Asia - Pacific expected to register the highest CAGR over the forecast period owing to the rising number of IoT integrated devices and the advent of 5G in the region. (2) $61.14 billion by 2028 (3) CAGR of 38.4%. (4) Worldwide Spending on Edge Computing expected to Reach $250 Billion in 2024. (5) Adoption of digital collaboration From a technology perspective, services (including professional and provisioned services) will account for 46.2% of all edge spending in 2024. Hardware follows as the second largest technology category with a 32.2% share of spending, while the remaining 21.6% will go to edge - related software. (1) • • • • IDC predicts that by 2025 there will be 55 . 7 billion connected devices worldwide, 75 % of which will be connected to an IoT platform . IDC estimates data generated from connected IoT devices to be 73 . 1 ZB by 2025 , growing from 18 . 3 ZB in 2019 . Most of this data arises from security and video surveillance, but Industrial IoT applications will also take a significant portion of this data . The global Edge AI software market size is projected to reach USD 3 . 4 billion by 2026 , from USD 713 . 4 million in 2019 , at a CAGR of 24 . 8 % during the forecast period 2021 - 2026 . (source : Valuates Reports, 19 May 2021 ) The global Edge AI hardware market was valued at USD 870 . 9 million in 2020 and is projected to reach USD 3104 . 3 million by 2028 , growing at a CAGR of 20 . 46 % from 2021 to 2028 . (source : Verified Market Research, June 2021 ) ‘’The future is going to be awesome’’ – Demand for Edge AI chips to surpass Cloud AI chips by 2025 . By 2025 , the edge AI chip market will reach USD 12 . 2 billion in revenue , whereas cloud AI chip revenues will reach $ 11 . 9 billion in the same time frame . (source : eeTimes, December 2020 ) (1) Source - Spending Guide by IDC, i - SCOOP (2) Source – Million Insights, PRNewswire (3) Source - Global Edge Computing Market, Grand View Research, VentureBeat (4) Source - Global Edge Computing Market Grand View Research (5) Source - Spending Guide by IDC, Bloomberg (6) Source - Valuates Reports, PRNewswire

The Global 5G Infrastructure Market size was valued at USD 1179.2 million in 2021 and is expected to reach USD 131.40 billion by 2030, with a growing CAGR of 68.83% from 2021 - 2030. (Source – Businesswire) 5G THE NEW CONNECTED “DIGITAL AGE” HAS ARRIVED AND HAS MADE THE PROCESS OF DIGITAL UNLOCKING” AN ABSOLUTE NECESSITY FOR EVERYONE Management estimate - Sensors expected by 2021 Connected devices expected by 2020 People accessing 4G - LTE networks expected by 2020 Developers working on private APIs in 2016 Total number of apps installed by 2021 Exabytes of mobile data traffic per month by 2020 Sensors Devices Networks APIs APPs Data 34 - 36B Sensors expected by 2021 19 - 21B Connected devices expected by 2020 4.8 - 5.4B People accessing 4G - LTE networks by 2020 9 - 10M Developers working on private APIs in 2016 180 - 182B 31+ Exabytes of mobile data traffic per month by 2020 Total number of apps expected to be installed by 2021 Sound Marketing Location Motion Light Chemical Heat NFC G Billing Motion Social Search Gesture tracking Touch interfaces Voice recognition Augmented reality Transaction data User data Field Data Inventory data Performance data Industry % of total edge use cases 2025 hardware value 1 Travel, transport, and logistics 24% ~$35B - $43B Cross - vertical 9% ~$32B - $40B Retail 10% ~$20B - $28B Media and entertainment 1% ~$17B - $25B Public sector and utilities 10% ~$16B - $24B Global energy and materials 13% ~$9B - $17B Industry % of total edge use cases 2 025 hardware value 1 Advanced industries 10% ~$5B - $13B Healthcare 10% ~$5B - $13B Infrastructure 6% ~$4B - $11B Chemicals and agriculture 5% ~$4B - $11B Banking and insurance 1% ~$2B - $7B Consumer 4% ~$1B - $5B Total: ~$175B - $215B 1. Hardware value includes opportunity across the tech stack (i.e., the sensor, on - drive firmware, storage, and processor) and for a use case across the value chain (i.e., including edge computers at different points of architecture). Source – McKinsey 0 40 80 120 160 2019 2020 2021 2022 2023 IT equipment on the infrastructure edge 2027 2028 Bil. USD Global Annual CAPEX on Edge 2024 2025 2026 IT equipment on the device edge Combined Source - Global CAPEX of edge computing devices and infrastructure 2019 - 2028, Statista

Sense Time Crowd Strike IBM Cisco C3.ai Palantir Cloudfare ULTNOUS Axis Viseum Keyence Huawei Atlassian Edge AI Appliances Edge AI Inference Models 5G - Edge AI Smart Solutions AI Life Cycle Ecosystem 5G Network Edge AI Cloud Platform Independence Edge AI Data Analytics SaaS Edge AI Cyber Security Analytics End - to - End, integrated platform service No Competence Low Competence Some Competence High Competence Expert Source: Company websites & information in public domain

Revenue Stream – Edge AI Platform AI SaaS Data Service Analytic Widgets AI Models 40+ IVAs AI Appliance OEM AI Appliance Gorilla Brand AI Appliance AI Training/ Deep Learning on the Edge Number of Video Streams/ Lens Volume of AI Analytics API complexity Number of Video Streams/ Sensors Number of AI Analytics Data accumulation volume Number of analytic widgets Customized analytics via AI training services Objectives and Key Results (OKRs) – A clearly defined OKR hierarchy that makes sure that everybody contributes to the company goals • Short - term – Increase the recurring revenue • • Medium - terms – Capitalising on the Global Opportunity Long - term – Profitable, generating cash

Gregg Walker Independent Director Jay Chandan Executive Chairman & Director Bringing decades of experience Yoichiro Hirano Independent Director Rt. Hon. Ruth Kelly Independent Director Tomoyuki Nii Independent Director Dr. Spincer Koh Director

Jeffrey Chuang * VP - Finance Dr. Spincer Koh Founder & Chief Executive Officer Bringing decades of experience Felix Song Chief Solutions Officer Mike Wang Head of Sales – SE Asia Dr. Raj Natarajan Chief Innovation Officer Alan Luo Chief Technology Officer * Mr. Yen the previous SVP Finance has tendered his resignation effective July 11, 2022

Cloud • Central processing of summary data • Big data analysis, complex learning model • Central control Edge • Real time data processing • Real time control (M2M) • Local data filtering and caching • At source data visualization Internet Intranet Cloud Apps Internet Gateway Network Switch Server Storage IoT Gateway IoT Gateway Sensors and controllers Proximity • Analyse inputs at source to minimise data transfer and storage requirements • Increase security • Minimize latency (especially for VR applications < 10 ms) • Reduce DATA traffic • Enable EDGE - based mesh with devices able to talk to each other and or/directly

Moving AI processing to the edge is highly economical & cost effective. Only processed, highly valuable data is sent to the cloud . So, whilst sending and storing huge amounts of data is still expensive, smaller devices at the edge have become computationally powerful, taking after Moore’s Law . One of the greatest benefits of Edge AI is the much faster speed at which data is processed & stored, especially for applications that require real - time processing. Edge computing makes it possible to guarantee that private data never leaves the local device. Edge computing distributes processing, storage, and applications across a wide range of devices and data centers, which makes it difficult for any single disruption to take down the entire network. Can work without connectivity . With IoT edge computing devices and edge data centers positioned closer to end - users, there is less chance of a network problem in a distant location affecting local customers . C O S T L ATENCY S E CURI T Y R E LI AB I L I T Y 4 Major Reasons

Capture Infer Alert Analyse Intel CPU • Intel VPU • NVIDIA GPU Gorilla AI Models • Optimized Inference • IVA Cores • Endpoint Protection AI Models Vision AI Inferences Cyber AI Inferences AI Appliances Vision AI Applications Cyber AI Applications AI SaaS AI Big Data Analytics AI Hyper Learning Gorilla AI SaaS • AI Big Data Analytics • AI ML/DL Hyper Learning SaaS • 5G Edge AI Cloud SaaS Security / Government Building & Factory Transportation, Logistics, ADAS & Connected Cars Retail, Finance & Entertainment Industrial Medical Gorilla Vision AI Appliances • Vision AI Series • Rugged Vision AI • Mobile Vision AI • Cyber AI AI Appliances Video Analytics Inference (CPU - Optimized) AI Toolkits Release in 2022 Human Intrusions Vehicles Emotions Behavior Objects AI SaaS Release in 2022 Cybersecurity AnalyticsInference (CPU/OS Optimized) Network End - Point Identity Prevention Detection Response

How does it work? Edge Computing Gorilla AI Appliance IOT Devices Gorilla AI Toolkit Network Edge Server/Cloud Computing AI Data Gorilla Dataset Service Gorilla Training Service Gorilla Model Optimization Service Gorilla AI Hyper Learning SaaS Data Analytics Workstation Gorilla AI Big Data Analytics SaaS AI SaaS Application New AI Analytics

Platform Independent AI Software for Massive AI - SOC and Extended Market Intel® Xeon® Processor Intel® TigerLake Series Intel® Core Ʀ - i Processor Intel® KeemBay Accelerator Intel® Atom® Processor nVidia GPU Series nVidia Jetson Series ARM Cortex - A Series ARM Qualcomm Series ARM Cortex - M Series ODM Windows Windows Server IoTOS Windows IoT Raspbian CentOS 6 / 7 / 8 Ubuntu 14.04 / 16.04 / 18.04 / 19.04 / 20.04 Embedded Linux Snappy Amazon FreeRTOS Fuchsia Optimized AI – SOC Development ODM Service AIoT Security Development ODM Service Q3 Q4 Q4 Q3 2021 Q1 Q2 Q3 2022 Q1 Q2 Intel® AlderLake Series Google TPU Series

Investors Partners Awards Best Edge Computing Product Interop Tokyo, Japan, 2019 Intel Partner of the Year Award Best Innovative Design 2020 Face Recognition Test FRVT – Top 20 National Police Information Service Awards 2018, 2019 Industry Telekomunikasi Indonesia

Kaohsiung Transportation Bureau 10,000% Increase in Traffic Enforcement Gorilla implemented a project deploying AI solutions in order to collect data, raise safety awareness and help law enforcement protect their citizens Failure of urban design to integrate traffic flow, lack of law enforcement & poor dissemination of road rules are some of the root causes of traffic violations in dense urban areas . These issues were top of mind for lawmakers at the Kaohsiung City Government in Taiwan when trying to address persistent road violations at most of their city’s intersections . Gorilla partnered with the Kaohsiung Transportation Bureau : • Use advanced video to identify traffic violations • Catch traffic infractions almost in real time • Reduce police deployment • Increase enforcement • Long - term, change traffic management patterns Challenge Solution Result Gorilla deployed a sophisticated EDGE AI solution to monitor major intersections : • Ability to monitor and identify traffic violations using real - time video • In one intersection, took violations identified from 3 /day to 305 /day • Long - term goals to decrease the number of infraction by 50 % through monitoring and through better traffic management at intersections • Ability to launch other traffic/city management related services on top • Deployment cost a fraction of non - EDGE solution Note: Further Case Studies attached in the Appendix

Growth

Note: Amounts are in US Dollars. • The projected revenues, and margins, are Gorilla management’s management forecasts, based on its historical experience, curre nt market conditions, and expectations regarding the demand & growth of the Edge AI market. • See the disclosures on slide 2 entitled “Projections” and slide 3 entitled “Forward Looking Statements” for an expanded descr iption of the nature of such assumptions and projections. • The projections are highly dependent upon and impacted by: o A post - pandemic recovery globally o At least $50 million of gross cash from the merger, needed to generate 2022 & 2023 results, and an additional $25 million bef ore 2024, in order to execute the entire above plan o On time completion of De - SPAC is early in Q1 o On a intensive hiring programme. No staff attrition consequent upon the merger - including especially in senior sales roles o On securing a large contract, the management is currently working on • Sales colleagues will become increasingly productive, reaching their peak productivity within 18 months • Revenues from new lines of business will start to be recognized on closing a sale (no delivery lead times) • Modelling does not show P&L impact of share - based incentive payments for management colleagues • Model assumes 75% y - o - y retention of New lines of business • The Gorilla shareholders have placed 14 million shares in Escrow, subject to release, in part, based on 2022 revenues, betwee n $51m & $65m $51M (originally $65M) 2022 2023 2024 2025 $90M $151M $254M 2026 $402M 52% Average Growth over 5 Years 45% 2026 EBITDA 56% 2026 Gross Margins

$0 $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 $300,000,000 $350,000,000 $400,000,000 $450,000,000 2024 2025 2026 2020 2021 2022 2023 EDGE AI Solutions & Services PaaS Cost Management whilst Maintaining Growth Revenue Growth Geographical Breakdown of Sales Note: Revenue breakdown reported In USD Source – Management Estimates 3.0% 6.5% 10.8% 14.2% 15.0% 16.0% 17.0% 19.0% 21.0% 22.2% 23.1% 22.8% 65.9% 55.5% 37.7% 25.8% 17.4% 10.0% 18.0% 1.0% 10.5% 15.8% 20.0% 26.2% 14.0% 0.0% 20.0% 22.0% 24.5% 25.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% Y2021 Y2022 Y2023 Y2024 Y2025 Y2026 Japan SE Asia Taiwan USA EMEA

Cash Positive by 2024 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% $100,000 $10,000,000 $1,000,000,000 2025 2026 EBITDA Evolution 2021 2022 2023 2024 EBITDA Adjusted EBITDA Note: GP & EBITDA, reported In USD Adjusted EBITDA adds back one time expenses related to the merger transaction Source – Management Estimates EBITDA % 35.00% 40.00% 45.00% 50.00% 55.00% 60.00% $0 $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 2021 2022 2023 Gross Profit (lhs) 2026 Gross Profit Evolution 2024 2025 Gross Margin (rhs)

How it a l stacks up!

Business Models & Sales Structures SaaS • Unique product positioning, with significant differentiators to competition • Proven track record with proven growth stories • Generating high gross margins, path to profitability • Highly visible SaaS models with proven revenues Edge AI & AI • Exceptional market reception to the products with strong intellectual properties. • Generating high gross margins, path to profitability • Rapidly evolving with the market needs • Local to Global expansion proof Automation Technology • Unique product positioning, with significant differentiators to competition • Have repeatedly outperformed market expectations • Platform offerings • Strong R&D support & innovation pipeline

2022 Revenue Multiples (EV/Revenue LTM) – average & lower to upper quartile 20.0 X 15.0 X 10.0 X 5.0 X 0.0 X 25.0 X 30.0 X 35.0 X 40.0 X Gorilla Edge AI SenseTime SaaS Automation Tech Lower Quartile Average Upper Quartile 30 - day average 60 - day average Gorilla: 11.1x Saas: 17.0x (11.6x to 21.6x) Automation Tech: 8.5x (6.0x to 10.8x) SenseTime: 28.8x (29.6x to 34.7x)** AI & Edge: 11.7x (7.0x to 11.2x) Source – Data Source: S&P Capital IQ and Management desktop research & analysis. The closing stock prices of the comparable companies included above are as of May 5, 2022 ** SenseTime range includes – 30 - day & 60 - day averages

Connecting businesses to people, people to services, industries to consumers & business partners USA Hiring key sales staff . Enable partnerships across vast ecosystems that are redefining industries and creating new business models . TAIWAN & APAC • To provide growth opportunities • To protect your home base • To be aware of all potential threats to your business REST OF ASIA Capitalize on the current relationships in APAC and while expanding market access and raising innovation. EMEA Strategic hiring of key sales heads in key markets, with focus on the backend infrastructure .

Creating significant value - add for Customers Establish strategic position & Increase Win Rate Gain key marquee clients in US & Europe Creating an integrated global footprint & Managed Services platform Creating significant competitive advantages through collaboration Gorilla Group Value Adding Business Network Local Know - How Investment Partnerships & Collaboration 1 • Our unique product positioning will be central to help further our winning strategy 2 • Create a foothold by building local sales, pre - sales and technology customer centric teams in US & Europe • Establishing trust and building relationships 3 • Build brand awareness • Enhance credibility amongst customers • Create Barriers for new entrants 4 • Creation and further development of strategic synergy within different regions. • Keep customers that want to graduate from Local to Global • Be able to provide full breadth of services • AI life cycle management Investmentof USD 100 M S S tr tr a a te te g g y y $$$ Share $$$ Share $$$ Share

(1) Contingency – potential fees for services of provider(s) of advisory and capital markets services Note: Use of proceeds reported In USD, $ millions Source – Management Estimates Based on management’s forecasted expenditures (including Transaction costs) remaining in 2022 and up through 2023.

Build Evaluate, invest and grow "To play THE leading role in Edge AI, by offering transformational solutions, leveraging innovation, skills and distinctive technologies to generate value for all stakeholders” Sustainability Embedded in all of Gorilla’s activities Innovation Turning ideas into strategy People Support, training and motivation

Appendix

Strong fundamental credentials, 20 years in Security & AI 2001 2010 2016 2017 2018 2019 2020 Founded: 2001 HQ and R&D Centre in Taiwan Launched Server Base AI • Facial Recognition in Media • LPR/Vehicle recognition in Security • DPI on Network Security. Developed Edge AI • Video Analytics • Cyber Analytics Launched Edge AI • VeMo TM Edge AI Platform • IVAR TM Video Application • NSGurad TM Cybersecurity Application Intel Certified • First OpenVINO TM CV partner • IVAR TM Market Ready Solution - Intel Partner of the Year Global Operations in 9 Countries Employees: 230 Leader in Edge AI IVAR TM wins Best Edge Computing Award in Tokyo InterOp Gorilla & Dell AI Experience Zone Intel Best Innovation Design Patents Applied in Taiwan, China, USA, Europe Total Granted Patents – 24 Total Under Review Patents – 6

Taoyuan Airport Taiwan, Smart City Approach 50% Reduction in response time The projects undertaken by Gorilla for Taoyuan Airport show that edge AI and video analytics have the power to manage high - volume, high - density environments with accuracy. These kinds of solutions can benefit security personnel and increase overall safety for travelers. The airport approached Gorilla to prepare for Taiwan hosting several large events, with several key objectives : Identify and monitor suspicious people and activities • Search for specific travelers • Monitor vehicle access in restricted areas • Disease monitoring and health/safety compliance • Maintain passenger satisfaction Challenge Solution Result Gorilla deployed an EDGE AI solution knitting together numerous cameras and sensors to: • Find and track suspicious or lost passengers through face recognition • Vehicle tracking via license plate matching and video monitoring technology • Video and GPS tracking of all ground supply vehicles for coordination of logistics and support • Mask detection for the entire airport • Search 200,000 records / 1 min

Taiwan Criminal Investigation Bureau Days to Minutes Reduction in response time The upgraded vehicle search platform effectively connected the databases from each city and their transportation hubs . Whereas previous searches would take several days to find a targeted vehicle, this solution dramatically shortens vehicle search times to less than 1 minute. The CIB is responsible for supervision and deployment of all criminal police work, prevention and investigations . CIB prevents organizational and economic crime, oversees judicial police, monitors suspicious communications and implements criminal forensics . The Challenge: • Locate target vehicles across the whole country in real - time • Over 8 million vehicle data points are hosted separately by different city authorities Challenge Solution Result The Solution : • Deploy RFID - based vehicle verification solution across 22 cities including airports, ports and transportation hubs • Establish national vehicle search platform integrated with a vehicle tracking database that collates various police bureaus’ data • Display vehicle path with detailed vehicle attributes (LPR, color, type) Additional case studies in Appendix

Taipei Medical University Hospital The hospital is located in central Taipei and houses 800 hospital beds and over 2000 employees . With the recent restrictions for Covid - 19 placed on medical facilities, administrators were looking for an expedient way to usher in patients and staff to the building — all the while following the pandemic guidelines and keep everyone safe . Goals included : • Ensure mask wearing and temperature checks • Control access privileges • Limit surface contact • Maintain perfect records to enable contact tracing • Long - term, change traffic management patterns Challenge Solution Result Gorilla deployed AI - driven screen stations containing: • Intel CPU and hardware • Real Sense Camera and thermal sensor • Gorilla’s software The screen stations were able to control access in and out of the hospital’s main entrances during the pandemic, leading to stunning results : • A decrease in operational costs by over 50% • Controlled access to potentially sick visitors • Comprehensive monitoring system which immediately alerted the on - duty staff 50% Reduction in costs

Enhancement of Ground Vehicle Management 15 seconds Vehicle Verification Violations dropped by 371 times per month after system went online. Automatic vehicle verification can be done within 15 seconds at the checkpoint area Taoyuan is the 10 th busiest airport by international passenger traffic . It is Taiwan’s largest international airport handling 42 . 3 million passengers and 2 . 1 billion kilograms of freight annually . The Challenge : • Ensure safety as well as operational efficiency of the ground crew to avoid flight delays • Manage service vehicles used for various purposes and keep them continuously moving on their defined routes Challenge Solution Result The Solution: • Verify authorized vehicles by checking both license plates and RFIDs • Monitor vehicle movements and identify prohibited area intrusions • Trigger alerts for violations in real time • View and search violations and event clips in the management platform

GBK Stadium, Indonesia Post - Pandemic Management Major Smart Lighting Company, UK Environmental Monitoring Taoyuan International Airport, Taiwan Airport Safety & Security Taiwan Railways Administration Station Safety & Security Taiwan International Ports Corporation Port Safety & Security Portland International Airport, US Airport Safety & Security

Danone - Leading Food Company, Indonesia Post - pandemic Workplace Safety Management ExxonMobil - Digital Garage, Thailand Security and Access Control System AIS - Thailand's Largest Mobile Operator Enterprise & Retail Surveillance System Leading Automotive Manufacturer, Japan Situation Management for ADAS Auresys & MasterCard, Singapore Secured FR - based payment Luxottica Group, US Security and Access Control System

Taiwan Centers for Disease Control Mask Wearing Statistics Central Weather Bureau, Taiwan Cloud Analysis & Weather Prediction Agency of Corrections, Taiwan Inmate Management Criminal Investigation Bureau, Taiwan Vehicle Tracking Criminal Investigation Bureau, Taiwan Suspect Tracking Royal Thai Police, Thailand Suspect Tracking