Equibles

8-K

ClimateRock (CLRCF)

8-K 2022-10-13 For: 2022-10-06
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Added on April 06, 2026

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): October 6, 2022

ClimateRock

(Exact name of registrant as specified in its charter)

Cayman Islands 001-41363 N/A
(State or other jurisdiction<br><br> of incorporation) (Commission File Number) (IRS Employer<br><br> Identification No.)

50Sloane Avenue

London,SW3 3DD, United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: +44 203 954 0590

Not

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

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:

☒ Written communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share,<br> one-half of one Redeemable Warrant and one Right CLRCU The Nasdaq Stock Market<br> LLC
Class A Ordinary Shares, par value $0.0001 per share CLRC The Nasdaq Stock Market<br> LLC
Redeemable Warrants, each whole warrant exercisable<br> for one Class A Ordinary Share at an exercise price of $11.50 CLRCW The Nasdaq Stock Market<br> LLC
Rights, each entitling the holder to receive one-tenth<br> (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination CLRCR The Nasdaq Stock Market<br> LLC

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.

BUSINESS

COMBINATION AGREEMENT

Thissection describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe allof the terms thereof.   The following summary is qualified in its entirety by reference to the complete text of the Business CombinationAgreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are definedin the Business Combination Agreement.

GeneralDescription of the Business Combination Agreement

On October 6, 2022, ClimateRock, a Cayman Islands exempted company (“ClimateRock”), entered into a Business Combination Agreement (the “Business CombinationAgreement”) with ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and E.E.W. Eco Energy World PLC, a company formed under the laws of England and Wales (the “EEW”).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the surviving entity (the “Merger”), as a result of which, (i) ClimateRock shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of ClimateRock immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b)(i) Pubco will make an offer to acquire each issued and outstanding EEW ordinary share in consideration for the issue and allotment of substantially equivalent securities in Pubco (the “Company Share Transfer”) and (ii) Pubco shall also offer each holder of EEW’s outstanding vested options to purchase EEW ordinary shares, replacement options to purchase ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Act and the laws of England and Wales (the Merger and Company Share Transfer, together, the “Transactions”).

Company Share Transfer and Pubco Offer

The total consideration to be offered by Pubco to the holders of EEW securities (each, a “Seller”) shall be a number of Pubco Ordinary Shares (the “ExchangeShares”) with an aggregate value equal to Six Hundred Fifty Million U.S. Dollars ($650,000,000), with each Pubco Ordinary Share valued at an amount equal to the price at which each ClimateRock ordinary share is redeemed or converted pursuant to the redemption of ClimateRock’s ordinary shares pursuant to ClimateRock’s organizational documents (the “Redemption Price”).

Once the Registration Statement (as defined below), which shall include the Exchange Offer Prospectus (as defined below), has become effective, Pubco will make an offer in accordance with the applicable rules and regulation under the United Kingdom Companies Act 2006 (c 46), as amended (the “UK Act”), to acquire all of the issued and to be issued ordinary shares of EEW by promptly distributing the Registration Statement together with a form of shareholder acceptance to all EEW shareholders (the “PubcoOffer”). The Pubco Offer shall be subject to the following two conditions: (i) the holders of not less than 90% of the EEW ordinary shares (or such lower percentage as Pubco, with the consent of EEW, may decide) shall have accepted the Pubco Offer, and (ii) all of the other conditions under the Business Combination Agreement shall have been either satisfied or waived, at which point Pubco may declare the Pubco Offer wholly unconditional.

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As a result of declaring the Pubco Offer wholly unconditional, the Business Combination Agreement shall also become unconditional and Pubco shall be contractually obligated to acquire each EEW ordinary share that has validly accepted the Pubco Offer in accordance with its terms and the UK Act, in consideration for the issuance and allotment of a number of Exchange Shares equal to the Per Share Price (as defined in the Business combination Agreement) divided by the Redemption Price (the “Conversion Ratio”). Pubco shall, promptly following the date that the Pubco Offer becomes unconditional, serve statutory squeeze out notices, in accordance with the UK Act, on all holders of the EEW ordinary shares that have not, at the date of such notice, accepted the Pubco Offer with respect to their EEW ordinary shares.

In addition, Pubco shall make an offer to the holders of each outstanding option to purchase EEW ordinary shares (whether vested or unvested) to replace such options with options over Pubco Ordinary Shares (each a “Pubco Option”). Each Pubco Option shall: (i) give the holder the right to acquire a number of Pubco ordinary shares equal to (A) the number of EEW ordinary shares that the EEW option had the right to acquire immediately prior to the Effective Time (had such EEW options been fully vested at the Effective Time), multiplied by (B) the Conversion Ratio; (ii) have an exercise price equal to the quotient of (A) the exercise price of the EEW option (expressed in US Dollars), divided by the Conversion Ratio and (iii) be subject to the same vesting schedule as the applicable EEW option.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or financial condition of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement, or to perform its obligations under the Business Combination Agreement or any agreement ancillary thereto, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

In the Business Combination Agreement, EEW made certain customary representations and warranties to ClimateRock, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) certain business practices; (24) renewable energy matters; (25) Investment Company Act of 1940; (26) finders and brokers; (27) information supplied; and (28) independent investigation.

In the Business Combination Agreement, ClimateRock made certain customary representations and warranties to EEW and Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the Securities and Exchange Commission (the “SEC”) filings and financial statements; (7) reporting company and listing; (8) absence of certain changes; (9) compliance with laws; (10) litigation, orders and permits; (11) taxes and returns; (12) employees and employee benefit plans; (13) properties; (14) material contracts; (15) transactions with affiliates; (16) Investment Company Act of 1940; (17) finders and brokers; (18) certain business practices; (19) insurance; (20) information supplied; (21) independent investigation; (22) the trust account and (23) lock-up agreement.

Additionally, each of Pubco and Merger Sub made certain customary representations and warranties to ClimateRock with respect to Pubco and Merger Sub, including representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) title and ownership of the Pubco shares to be issued to the Sellers; (7) Pubco and Merger Sub activities; (8) foreign private issuer status; (9) finders and brokers; (10) Investment Company Act of 1940; (11) information supplied; and (12) independent investigation.

None of the representations and warranties of the parties shall survive the Closing.

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Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) ClimateRock’s public filings and EEW’s interim financial statements; (4) no solicitation of, or entering into, any alternative competing transactions; (5) no insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of directors and officers; (12) use of trust proceeds after the Closing; and (13) efforts to support a private placement or backstop arrangements, if sought.

The parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of between seven (7) to nine (9) directors, comprised of: (A) if there are seven (7) directors: (i) two (2) persons who are designated by ClimateRock prior to the Closing upon mutual agreement with EEW’s chairman, and (ii) five (5) persons who are designated by EEW prior to the Closing; and (B) if there are nine (9) directors: (i) three (3) persons who are designated by ClimateRock prior to the Closing upon mutual agreement with EEW’s chairman, and (ii) six (6) persons who are designated by EEW prior to the Closing. The initial directors designated by ClimateRock shall include Charles Ratelband and Per Regnarsson.

ClimateRock and Pubco also agreed to prepare, with the reasonable assistance of EEW, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended, the “RegistrationStatement”) in connection with the registration under the Securities Act of the issuance of securities of Pubco to the holders of the ClimateRock securities and EEW securities, which will also contain (i) a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of ClimateRock for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of ClimateRock, and providing such holders with an opportunity to participate in the redemption of all or a portion of their public shares of ClimateRock upon the Closing (the “Redemption”), and (ii) an exchange offer prospectus of Pubco for use in connection with the Pubco Offer to the EEW shareholders (the “Exchange Offer Prospectus”).

The parties also agreed that promptly after the execution of the Business Combination Agreement, EEW would use its best efforts to complete the re-registration of EEW as a private company limited by shares (the “Re-Registration”), including, among other things, passing a special resolution by the requisite majority of EEW’s shareholders to (A) re-register EEW as a private company limited by shares, (B) change the name of EEW to “E.E.W. Eco Energy World Limited” (or such other name as EEW shall nominate) and (C) adopt new articles of association of EEW.

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of ClimateRock’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) ClimateRock having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption, (v) the effectiveness of the Registration Statement; and (vi) the Pubco Offer shall be declared to be wholly unconditional by Pubco.

In addition, unless waived by EEW, the obligations of EEW to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of (A) ClimateRock relating to authorization and binding effect, organization and standing, capitalization, and finders and brokers, and (B) Pubco relating to authorization and binding effect, organization and standing, finders and brokers, and capitalization being, in each case, true and correct on and as of the Closing in all material respects; (ii) the representations and warranties of ClimateRock relating to absence of certain changes being true and correct in all respects on and as of the Closing; (iii) all other representations and warranties of ClimateRock being true and correct on and as of the Closing, subject to Material Adverse Effect; (iv) ClimateRock having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (v) absence of any Material Adverse Effect with respect to ClimateRock since the date of the Business Combination Agreement which is continuing and uncured; and (iv) after taking into consideration the Redemption, the trust account proceeds and the proceeds of any private placement, and payment of EEW’s and ClimateRock’s transaction expenses, the amount of cash available to ClimateRock should equal Forty Million Dollars ($40,000,000) or more at Closing.

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Unless waived by ClimateRock, the obligations of ClimateRock to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of EEW relating to authority and binding effect, finders and brokers, and capitalization being, in each case, true and correct on and as of the Closing in all material respects; (ii) the representations and warranties of EEW relating to absence of certain changes being true and correct in all respects on and as of the Closing; (iii) all other representations and warranties of EEW being true and correct on and as of the Closing, subject to Material Adverse Effect; (iv) EEW having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (v) absence of any Material Adverse Effect with respect to EEW since the date of the Business Combination Agreement which is continuing and uncured, (vi) EEW shall have delivered to Purchaser a certified copy of the certificate of incorporation of EEW following completion of the Re-registration and (vii) EEW shall have confirmed to ClimateRock in writing that it has informed The Panel on Takeovers and Mergers in the United Kingdom of completion of the Re-registration.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either ClimateRock or EEW if the Closing does not occur by April 29, 2023, or such other date that the parties agree to in writing (the “Outside Date”).

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of ClimateRock and EEW; (ii) by either ClimateRock or EEW 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, and such order or other action has become final and non-appealable; (iii) by EEW for ClimateRock’s uncured material breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by ClimateRock for the uncured material breach of the Business Combination Agreement by EEW, such that the related Closing condition would not be met; (v) by ClimateRock if there has been a Material Adverse Effect with respect to EEW since the date of the Business Combination Agreement which is uncured and continuing; and (vi) by either ClimateRock or EEW if ClimateRock holds its shareholder meeting to approve the Business Combination Agreement and the Transactions and such approval is not obtained.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination.

Trust Account Waiver, Non-Recourse and Releases

EEW has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in ClimateRock’s trust account held for its public shareholders, and have agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

The parties agreed that all claims or actions that may be based upon, arise out of or relate to the Business Combination Agreement or any of the ancillary documents may only be made against the parties to the Business Combination Agreement and not against any of their past present or future directors, officers, employees, members, managers, partners affiliates, agents, attorneys or representatives.

Governing Law and Arbitration

The Business Combination Agreement is governed by Delaware law, except that the laws of England and Wales, and the laws of Cayman Islands solely to the extent required, shall apply to the Pubco Offer, Company Share Transfer, and the Merger, respectively, in each case without giving effect to the conflict of laws principles. All actions arising out of or relating to the Business Combination Agreement shall be heard and determined exclusively in any state or federal court located in New Castle County, Delaware.

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Related Agreements

Registration Rights Agreement

At the Closing, certain Sellers and U.N. SDG Support, LLC, a Delaware limited liability company (the “Sponsor”) will enter into a registration rights agreement with Pubco pursuant to which (i) Pubco will assume the registration obligations of ClimateRock under that certain Registration Rights Agreement, dated as of April 27, 2022, by and among Purchaser, Sponsor and the other “Investors” named therein, which obligations will be applicable to the securities of Pubco; and (ii) such Sellers will receive demand and piggy-back registration rights with respect to the Exchange Shares received in the Transactions.

Shareholder Commitment Letters

Concurrently with execution of the Business Combination Agreement, certain major shareholders of EEW (the “Major Shareholders”) entered into Shareholder Commitment Letters with Pubco, pursuant to which the Major Shareholders irrevocablly agreed to (i) vote in favor of the Re-Registration and the adoption of new articles of association pursuant to which any EEW ordinary shares issued after the Pubco Offer is declared unconditional would be automatically sold and transferred to Pubco for consideration equivalent to that offered pursuant to the Pubco Offer and (ii) accept the Pubco Offer when it is made and not withdraw such acceptance. The Major Shareholders also agreed to certain restrictions on the sale and transfer of their EEW shares and solicitation with respect to such shares without Pubco’s consent.

Holder Support Agreement

Concurrently with execution of the Business Combination Agreement, the Sponsor entered into a Holder Support Agreement, pursuant to which the Sponsor agreed, among other things, to vote in favor of the adoption of the Business Combination and the Transactions. In addition, the Sponsor agreed to not transfer the Pubco shares it receives for a period of 180 days after the Closing Date, subject to certain exceptions, including that up to $1.6 million in shares may be sold immediately after the Closing to satisfy obligations due to an advisor of ClimateRock. The Sponsor also agreed to waive the anti-dilution protection for conversion of its Class B ordinary shares of ClimateRock that it would otherwise have upon the consummation of the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties, covenants and agreements were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been filed to provide investors with information regarding its terms, but it is not intended to provide any other factual information about ClimateRock, EEW, Pubco or any other party to the Business Combination Agreement. In particular, the representations and warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in ClimateRock’s public disclosures.

The Holder Support Agreement, the Shareholder Commitment Letters and the Registration Rights Agreement are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, and are incorporated herein by reference, and the foregoing descriptions of the Registration Rights Agreement, Shareholder Commitment Letters and the Holder Support Agreement are qualified in their entirety by reference thereto.

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Item9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit<br> <br><br>No. Description
--- ---
2.1*+ Business Combination Agreement, dated as of October 6, 2022, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World PLC
10.1+ Holder Support Agreement dated October 6, 2022 between and among ClimateRock, E.E.W. Eco Energy World PLC and U.N. SDG Support, LLC
10.2+ Shareholder Commitment for Annette Kumlin
10.3+ Shareholder Commitment for Svante Kumlin
10.4 Form of New Registration Rights<br> Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The exhibits to this exhibit have been omitted in accordance with<br> Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its<br> request.
--- ---
+ Portions of the exhibit, including certain private and confidential information has been omitted<br> pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC<br> upon request.
--- --- 
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Forward-LookingStatements

This8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed businesscombination (“Business Combination”) between EEW and ClimateRock and Pubco, including statements regarding the benefits ofthe Business Combination, the anticipated timing of the completion of the Business Combination, the services offered by EEW and the marketsin which it operates, the expected total addressable market for the services offered by EEW, the sufficiency of the net proceeds of theproposed Business Combination to fund EEW’s operations and business plan and EEW’s projected future results. These forward-lookingstatements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”“may,” “should,” “will,” “would,” “will be,” “will continue,”“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statementsabout future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, butnot limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all; (ii) the risk that theBusiness Combination may not be completed by ClimateRock’s business combination deadline and the potential failure to obtain anextension of the business combination deadline if sought by ClimateRock; (iii) the failure to satisfy the conditions to the consummationof the Business Combination, including the adoption of the business combination agreement by the shareholders of ClimateRock, the satisfactionof the minimum trust account amount following redemptions by ClimateRock’s public shareholders, retaining a minimum amount of availablecash and the receipt of certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstancethat could give rise to the termination of the business combination agreement; (v) the effect of the announcement or pendency of theBusiness Combination on EEW’s business relationships, performance, and business generally; (vi) risks that the Business Combinationdisrupts current plans and operations of EEW as a result; (vii) the outcome of any legal proceedings that may be instituted against EEW,ClimateRock, Pubco or others related to the business combination agreement or the Business Combination; (viii) the ability of Pubco tomeet Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination; (ix) the ability to recognizethe anticipated benefits of Business Combination, which may be affected by a variety of factors, including changes in the competitiveand highly regulated industries in which EEW (and following the Business Combination, Pubco) operates, variations in performance acrosscompetitors and partners, changes in laws and regulations affecting EEW’s business and the ability of EEW and the post-combinationcompany to retain its management and key employees; (x) the ability to implement business plans, forecasts, and other expectations afterthe completion of the Business Combination ; (xi) the risk that EEW (and following the Business Combination, Pubco) will need to raiseadditional capital to execute its business plan, which may not be available on acceptable terms or at all; (xii) the risk that Pubcoexperiences difficulties in managing its growth and expanding operations; (xiii) the risk of cyber security or foreign exchange losses;(xiv) the effects of COVID-19 or other public health crises on the business and results of operations of EEW (and following the BusinessCombination, Pubco) and the global economy generally; and (xv) costs related to the Business Combination. The foregoing list of factorsis not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “RiskFactors” section of ClimateRock’s Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectusthat will be filed by Pubco, and other documents filed by ClimateRock and Pubco from time to time with the SEC. These filings identifyand address other important risks and uncertainties that could cause actual events and results to differ materially from those containedin the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to putundue reliance on forward-looking statements, and EEW and ClimateRock assume no obligation and do not intend to update or revise theseforward-looking statements, whether as a result of new information, future events, or otherwise. Neither EEW nor ClimateRock gives anyassurance that either EEW or ClimateRock will achieve its expectations.

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AdditionalInformation and Where to Find It

This8-K relates to the Business Combination, but does not contain all the information that should be considered concerning the Business Combinationand is not intended to form the basis of any investment decision or any other decision in respect of the transaction. Pubco intends tofile with the SEC a registration statement on Form F-4 relating to the transaction that will include a proxy statement of ClimateRockand a prospectus of Pubco. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to allClimateRock shareholders as of a record date to be established for voting on the Business Combination. ClimateRock and Pubco also willfile other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and securities holdersof ClimateRock are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed orthat will be filed with the SEC in connection with the Business Combination as they become available because they will contain importantinformation about ClimateRock, EEW and the Business Combination.

Investorsand securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed orthat will be filed with the SEC by ClimateRock and Pubco through the website maintained by the SEC at www.sec.gov. In addition,the documents filed by ClimateRock and Pubco may be obtained free of charge from ClimateRock’s website at https://www.climate-rock.com/orby contacting its Chief Financial Officer, Abhishek Bawa, c/o ClimateRock, 50 Sloane Avenue, London, SW3 3DD, United Kingdom, at +44203 954 0590 or at info@climate-rock.com.

Participantsin the Solicitation

ClimateRock,Pubco and EEW and their respective directors and officers may be deemed to be participants in the solicitation of proxies from ClimateRock’sshareholders in connection with the Business Combination. Information about ClimateRock’s directors and executive officers andtheir ownership of ClimateRock’s securities is set forth in ClimateRock’s filings with the SEC, including ClimateRock’sfinal prospectus in connection with its initial public offering, which was filed with the SEC on April 29, 2022. To the extent that suchpersons’ holdings of ClimateRock’s securities have changed since the amounts disclosed in ClimateRock’s final prospectusin connection with its initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form4 filed with the SEC. Additional information regarding the names and interests in the Business Combination of ClimateRock’s andEEW’s respective directors and officers and other persons who may be deemed participants in the Business Combination may be obtainedby reading the proxy statement/prospectus regarding the Business Combination when it becomes available. You may obtain free copies ofthese documents as described in the preceding paragraph.

NoOffer or Solicitation

This8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of thetransaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ClimateRock, Pubco or EEW,nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawfulprior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be madeexcept by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.

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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.

Date: October 13, 2022 ClimateRock
By: /s/<br> Per Regnarsson
Name: Per Regnarsson
Title: Chief Executive Officer

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Exhibit 2.1

Certainidentified information has been excluded from this exhibit because it is both(i) not material and (ii) private or confidential. [***] indicates that information has been redacted.

BUSINESS COMBINATION AGREEMENT

by and among

CLIMATEROCKas Purchaser,

**CLIMATEROCK HOLDINGS LIMITED,**as Pubco,

**CLIMATEROCK MERGER SUB LIMITED,**as Merger Sub,

and

E.E.W. ECO ENERGY WORLD PLC,

as the Company

Dated as of October 6, 2022

CONFIDENTIAL

TABLE OF CONTENTS

ARTICLE I THE MERGER 3
1.1 The Merger 3
1.2 Effective Time 3
1.3 Effect of the Merger 3
1.4 Organizational Documents of Surviving Purchaser Subsidiary 3
1.5 Directors and Officers of the Surviving Purchaser Subsidiary 3
1.6 Effect of Merger on Issued and Outstanding Securities of Purchaser and Merger Sub 4
1.7 Effect of Merger on Issued and Outstanding Securities of Pubco 5
1.8 Surrender of Purchaser Securities 5
ARTICLE II THE PUBCO OFFER AND SHARE EXCHANGE 5
2.1 The Pubco Offer 5
2.2 The Company Share Transfer 6
2.3 Pubco Offer for Company Options 7
2.4 Other Company Convertible Securities 7
2.5 Surrender of Company Securities and Disbursement of Exchange Consideration 7
2.6 Termination of Certain Agreements 8
ARTICLE III CLOSING 8
3.1 Closing 8
3.2 Closing Deliverables 9
3.3 Withholding Rights 9
3.4 Tax Consequences 9
3.5 Taking of Necessary Action; Further Action 9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 10
4.1 Organization and Standing 10
4.2 Authorization; Binding Agreement 10
4.3 Governmental Approvals 10
4.4 Non-Contravention 11
4.5 Capitalization 11
4.6 SEC Filings and Purchaser Financials 12
4.7 Reporting Company; Listing 14
4.8 Absence of Certain Changes 14
4.9 Compliance with Laws 14
4.10 Actions; Orders; Permits 14
4.11 Taxes and Returns 15
4.12 Employees and Employee Benefit Plans 16
4.13 Properties 16
4.14 Material Contracts 16
4.15 Transactions with Affiliates 16
4.16 Business Activities 17
4.17 Investment Company Act 17
4.18 Finders and Brokers 17
4.19 Certain Business Practices 17
4.20 Insurance 17
4.21 Trust Account 17
4.22 Information Supplied 18
4.23 Independent Investigation 18
4.24 No Other Representations or Warranties 18
4.25 Lock-Up Agreements 19 
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB 19
5.1 Organization and Standing 19
5.2 Authorization; Binding Agreement 19
5.3 Governmental Approvals 19
5.4 Non-Contravention 20
5.5 Ownership 20
5.6 Ownership of Exchange Shares 20
5.7 Activities of Pubco and Merger Sub 20
5.8 Foreign Private Issuer 21
5.9 Finders and Brokers 21
5.10 Investment Company Act 21
5.11 Information Supplied 21
5.12 Exclusivity of Representations and Warranties 21
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY 22
6.1 Organization and Standing 22
6.2 Authorization; Binding Agreement 22
6.3 Capitalization 23
6.4 Subsidiaries 23
6.5 Governmental Approvals 23
6.6 Non-Contravention 24
6.7 Financial Statements 24
6.8 Absence of Certain Changes 25
6.9 Compliance with Laws 25
6.10 Company Permits 25
6.11 Litigation 25
6.12 Material Contracts 26
6.13 Intellectual Property 27
6.14 Taxes and Returns 29
6.15 Real Property 29
6.16 Personal Property 30
6.17 Title to Assets 30
6.18 Employee Matters 30
6.19 Benefit Plans 31
6.20 Environmental Matters 32
6.21 Transactions with Related Persons 32
6.22 Insurance 33
6.23 Certain Business Practices 33
6.24 Renewable Energy Matters 33
6.25 Investment Company Act 34
6.26 Finders and Brokers 34
6.27 Independent Investigation 34
6.28 Information Supplied 34
6.29 No Other Representations 35
ARTICLE VII COVENANTS 35
7.1 Access and Information 35
7.2 Conduct of Business of the Company 36
7.3 Conduct of Business of Purchaser, Pubco, and Merger Sub 39 
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7.4 Annual and Interim Financial Statements 41
7.5 Purchaser Public Filings 41
7.6 No Solicitation 41
7.7 No Trading 42
7.8 Notification of Certain Matters 42
7.9 Efforts 43
7.10 Further Assurances 44
7.11 The Registration Statement 44
7.12 Public Announcements. 46
7.13 Confidential Information 46
7.14 Post-Closing Board of Directors and Executive Officers 48
7.15 Indemnification of Directors and Officers; Tail Insurance 48
7.16 Use of Trust Account Proceeds 49
7.17 Nasdaq Capital Market Listing 49
7.18 PIPE Financing 49
7.19 Company Re-registration 49
7.20 Pubco Name Change 49
ARTICLE VIII CLOSING CONDITIONS 49
8.1 Conditions to Each Party’s Obligations 49
8.2 Conditions to Obligations of the Company 50
8.3 Conditions to Obligations of Purchaser 51
8.4 Frustration of Conditions 53
ARTICLE IX TERMINATION AND EXPENSES 53
9.1 Termination 53
9.2 Effect of Termination 54
9.3 Fees and Transaction Expenses 54
ARTICLE X WAIVER 54
10.1 Waiver of Claims Against Trust 54
ARTICLE XI MISCELLANEOUS 55
11.1 Survival 55
11.2 Notices 55
11.3 Binding Effect; Assignment 56
11.4 Third Parties 56
11.5 Governing Law; Jurisdiction 57
11.6 WAIVER OF JURY TRIAL 57
11.7 Specific Performance 58
11.8 Severability 58
11.9 Amendment 58
11.10 Waiver 58
11.11 Entire Agreement 58
11.12 Interpretation 59
11.13 Counterparts 59
11.14 Legal Representation 59
ARTICLE XII DEFINITIONS 60
12.1 Certain Definitions 60
12.2 Section References 71 
iii

INDEX OF ANNEXES AND EXHIBITS

Exhibit Description
Exhibit A Form of Holder Support Agreement
Exhibit B Form of Shareholder Commitment
Exhibit C Form of New Registration Rights Agreement 
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BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”) is made and entered into as of October 6, 2022 by and among (i) ClimateRock, a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ClimateRock HoldingsLimited, a Cayman Islands exempted company (“Pubco”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and (iv) E.E.W. ECO ENERGYWORLD PLC, a company formed under the laws of England and Wales (the “Company”). Purchaser, Pubco, Merger Sub, and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

RECITALS:

A.  Purchaser is a blank check company incorporated in the Cayman Islands for the purpose of effecting a business combination or similar transaction with one or more businesses;

B.  The Company, directly and indirectly through its subsidiaries, engages in the business of developing solar photovoltaic, electricity storage and green hydrogen projects around the world from greenfield to ready-to-build status;

C.  Pubco is a newly incorporated Cayman Islands company limited by shares that is wholly-owned by a certain Purchaser shareholder and was incorporated for the purpose of making acquisitions and investments, with the objective of acting as the publicly traded holding company for its investees.

D.  Merger Sub is a newly incorporated Cayman Islands exempted company limited by shares, wholly-owned by Pubco, incorporated for the sole purpose of effecting the Merger (as defined herein);

E.  Upon the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a business combination transaction whereby (a) Merger Sub will merge with and into Purchaser, with Purchaser continuing as the surviving entity (the “Merger”), as a result of which (i) Purchaser shall become a wholly owned subsidiary of Pubco, and (ii) each issued and outstanding security of Purchaser immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the issuance to the holder thereof of a substantially equivalent Pubco security and this Agreement is intended to be a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) and (b)(i) Pubco will make an offer to acquire each Company Ordinary Share on the basis set out in Section ‎‎2.1 and ‎2.2 hereof and as will be set out in the Registration Statement (the “Pubco Offer,” and the exchange of securities, the “Company Share Transfer”) and (ii) Pubco shall offer to each holder of the Company’s outstanding options replacement options over Pubco Ordinary Shares with each such option holder then surrendering his or her existing options over Company Ordinary Shares, all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Cayman Act (as defined below) and the laws of England and Wales;

F.  The boards of directors of the Company, Purchaser, and the Merger Sub have each (i) determined that the Merger and Company Share Transfer, as applicable, are fair, advisable and in the best interests of their respective companies and shareholders, (ii) approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, and (iii) determined to recommend to their respective shareholders the approval and adoption of this Agreement and the Transactions;

G.  Contemporaneously with the execution of, and as a condition and an inducement to Purchaser, Merger Sub, and Pubco entering into this Agreement, Sponsor is entering into and delivering a support agreement, substantially in the form attached hereto as Exhibit A (the “HolderSupport Agreement”), pursuant to which, among other things, Sponsor has agreed to vote in favor of the adoption of this Agreement and the Transactions and certain other covenants;

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H.  Purchaser and the Company will use their reasonable best efforts to enter into subscription agreements (as amended or modified from time to time, collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, among other things, each PIPE Investor would agree to subscribe for and purchase from Purchaser or the Pubco and Purchaser or the Pubco, as applicable, agree to issue and sell to each such PIPE Investor on the Closing Date concurrent with the Closing, the number of Purchaser or Pubco Ordinary Shares set forth in the applicable Subscription Agreement in exchange for the purchase price set forth therein, on the terms and subject to the conditions set forth in the applicable Subscription Agreement (the equity financing under all Subscription Agreements, non-redemption agreements, or backstop arrangements with potential investors, or any other equity or debt investment, equity line of credit or any other financing agreements, in each case on terms mutually agreeable to the Company, Purchaser and Pubco, acting reasonably, for aggregate proceeds to Purchaser or Pubco of at least forty million dollars ($40,000,000) collectively, hereinafter referred to as the “PIPE Financing” and the Pubco Ordinary Shares to be issued pursuant to the PIPE Financing, the “PIPE Shares”);

I.  Simultaneously with the execution and delivery of this Agreement, and as a condition and an inducement to Purchaser, Merger Sub, and Pubco entering into this Agreement, certain applicable Company Shareholders (the “Major Shareholders”) and Pubco are entering into an agreement substantially in the form attached hereto as Exhibit B (the “Shareholder Commitment”) pursuant to which the Major Shareholders have irrevocably undertaken, amongst other things:

(i) To vote in favor of the Company’s shareholder resolutions required to implement the Company Re-registration and to adopt new Articles of Association including a new article pursuant to which, subject to the Pubco Offer becoming or becoming declared wholly unconditional (the “Unconditional Date”), any Company Ordinary Shares issued following the Unconditional Date will be automatically sold and transferred to Pubco for consideration that is equivalent to the consideration offered for Company Ordinary Shares acquired pursuant to the Pubco Offer (save that if there is any reorganization of, or material alteration to, the Company share capital after the Unconditional Date, the value of any such consideration may be adjusted in an appropriate manner to reflect such reorganization or alteration); and
(ii) To accept the Pubco Offer;
--- ---

J.  Simultaneously with the Closing, the Company and Pubco shall have received a duly executed copy of the New Registration Rights Agreement (the “New Registration Rights Agreement”), substantially in the form attached as Exhibit C hereto, duly executed by Purchaser and certain holders of the “Registrable Securities” thereunder, to, among other matters, have Pubco assume the registration obligations of Purchaser under the Founder Registration Rights Agreement and have such rights apply to the Pubco Securities, and to provide certain Company Shareholders with registration rights to the extent applicable;

K.  At or prior to the Closing, the shareholders of Pubco shall have amended and restated the memorandum and articles of association of Pubco in a form approved by the Company (the “Pubco A&R Memorandum and Articles”); and

L.  Certain capitalized terms used herein are defined in ARTICLE XII hereof.

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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

THEMERGER

1.1  The Merger. On the Closing Date, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Cayman Act, Merger Sub and Purchaser shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into Purchaser, following which the separate corporate existence of Merger Sub shall cease and Purchaser shall continue as the surviving company of the Merger. Purchaser, as the surviving company after the Merger, is hereinafter sometimes referred to as the “SurvivingPurchaser Subsidiary” (provided that references to Purchaser for periods after the Effective Time shall include the Surviving Purchaser Subsidiary).

1.2  Effective Time. Subject to the conditions of this Agreement, on the Closing Date, Merger Sub and Purchaser shall cause the Merger to be consummated by (a) executing a plan of merger in form and substance reasonably acceptable to the Company, Merger Sub, Pubco, and Purchaser (the “Plan of Merger”) and (b) filing the Plan of Merger and such other documents as required by the Cayman Act with the Registrar of Companies of the Cayman Islands as provided in Section 233 of the Cayman Act and Purchaser’s and Merger Sub’s Organizational Documents. The Merger shall become effective at the time the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such other date as may be agreed in writing by the Company and Purchaser and specified in the Plan of Merger, provided that such date shall not be a date later than the 90th day following the date of such registration (the “Effective Time”).

1.3  Effect of the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Cayman Act and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, agreements, privileges, powers and franchises of Merger Sub shall vest in the Surviving Purchaser Subsidiary and all Liabilities, obligations and duties of Merger Sub shall become the Liabilities, obligations and duties of the Surviving Purchaser Subsidiary (including all rights and obligations with respect to the Trust Account), including in each case the rights and obligations of the Surviving Purchaser Subsidiary under this Agreement and the Ancillary Documents from and after the Effective Time, and the Surviving Purchaser Subsidiary shall continue its existence as a wholly owned Subsidiary of Pubco.

1.4  Organizational Documents of Surviving Purchaser Subsidiary. At the Effective Time, the Surviving Purchaser Subsidiary shall adopt the form of the amended and restated memorandum and articles of association of Merger Sub as in effect immediately prior to the Effective Time (the “Surviving Purchaser Subsidiary A&R Memorandum and Articles”), as the amended and restated memorandum of association and articles of association of the Surviving Purchaser Subsidiary; provided that, at the Effective Time, (a) references therein to the name of the Surviving Purchaser Subsidiary shall be amended to be such name as reasonably determined by the Company and (b) references therein to the authorized share capital of the Surviving Purchaser Subsidiary shall be amended to refer to the authorized share capital of the Surviving Purchaser Subsidiary as approved in the Plan of Merger, if necessary. The Company acknowledges and agrees that after the Closing it shall not use the name “ClimateRock” without the prior written consent of the Sponsor and that the rights to use the ClimateRock name shall remain with Sponsor.

1.5  Directors and Officers of the Surviving Purchaser Subsidiary. The Parties shall take all action necessary so that at the Effective Time, the board of directors and executive officers of the Surviving Purchaser Subsidiary shall be the same as the board of directors and executive officers of the Merger Sub, each to hold office in accordance with the Surviving Purchaser Subsidiary A&R Memorandum and Articles until their respective successors are duly elected or appointed and qualified.

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1.6  Effect of Merger on Issued and Outstanding Securities of Purchaser and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Purchaser or the Company:

(a)  Purchaser Public Units. At the Effective Time, every issued and outstanding Purchaser Public Unit shall be automatically separated and the holder thereof shall be deemed to hold one (1) Purchaser Class A Ordinary Share, one-half of one Purchaser Warrant, and one Purchaser Right in accordance with the terms of the applicable Purchaser Public Unit, which underlying Purchaser Securities shall be converted in accordance with the applicable terms of this Section ‎1.6.

(b)  Purchaser Ordinary Shares. At the Effective Time, (i) each Purchaser Class A Ordinary Share issued and outstanding prior to the Effective Time that is not redeemed or converted in the Redemption (other than those described in Section ‎1.6(e) below) shall be converted automatically into one (1) Pubco Ordinary Share and (ii) each Purchaser Class B Ordinary Share issued and outstanding prior to the Effective Time shall be converted automatically into one (1) Pubco Ordinary Share, following which, all Purchaser Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of Purchaser Ordinary Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as provided herein or required under applicable Law. Each certificate previously evidencing Purchaser Ordinary Shares shall be exchanged for a certificate (if requested) representing the same number of Pubco Ordinary Shares upon the surrender of such certificate in accordance with Section ‎1.8(a). Each certificate formerly representing Purchaser Ordinary Shares shall thereafter represent the same number of Pubco Ordinary Shares.

(c)  Purchaser Warrants. At the Effective Time, each issued and outstanding Purchaser Public Warrant shall be converted into one (1) Pubco Public Warrant and each issued and outstanding Purchaser Private Warrant shall be converted into one (1) Pubco Private Warrant. At the Effective Time, Purchaser Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in Purchaser Private Warrants, except that in each case they shall represent the right to acquire Pubco Ordinary Shares in lieu of Purchaser Class A Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Warrants.

(d)  Purchaser Rights. At the Effective Time, each issued and outstanding Purchaser Right shall be automatically converted into the number of Pubco Ordinary Shares that would have been received by the holder thereof if the Purchaser Right had been converted upon the consummation of a Business Combination in accordance with Purchaser’s Organizational Documents, the IPO Prospectus, and the Founder Registration Rights Agreement into Purchaser Ordinary Shares, but for such purposes treating it as if such Business Combination had occurred immediately prior to the Effective Time and Purchaser Ordinary Shares issued upon conversion of Purchaser Rights had then automatically been converted into Pubco Ordinary Shares in accordance with Section ‎1.6(b) above. At the Effective Time, Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing Purchaser Rights outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Purchaser Rights, except as provided herein or by Law. Each certificate formerly representing Purchaser Rights shall thereafter represent only the right to receive Pubco Ordinary Shares as set forth herein.

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(e)  Treasury Shares. At the Effective Time, if there are any shares of the Purchaser that are owned by Purchaser as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(f)  Merger Sub Shares. At the Effective Time, each ordinary share of Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of ordinary shares of the Surviving Purchaser Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding shares of the Surviving Purchaser Subsidiary.

(i)  No Liability. Notwithstanding anything to the contrary in this Section ‎1.6, none of the Surviving Purchaser Subsidiary, Pubco or any other 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.

1.7  Effect of Merger on Issued and Outstanding Securities of Pubco. . Immediately following the issuance of any Pubco Ordinary Shares pursuant to this Agreement, without any action on the part of the holders of securities of Purchaser, all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be redeemed in payment of the par value thereof and canceled without any conversion thereof.

1.8  Surrender of Purchaser Securities.

(a)  All securities issued upon the surrender of Purchaser 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 Purchaser Securities shall also apply to the Pubco Securities so issued in exchange.

(b)  Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by virtue of the Company Share Transfer or the Transactions, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that otherwise would be received by such holder) shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary Share.

ARTICLE II

THEPUBCO OFFER AND SHARE EXCHANGE

2.1  The Pubco Offer. Pubco shall, and the Purchaser shall procure that Pubco shall, promptly following the Exchange Offer Prospectus becoming effective, make an offer to acquire all the issued and to be issued Company Ordinary Shares by promptly distributing to all Company Shareholders the Registration Statement (as contemplated in Section ‎7.11(d) below) together with the Company Shareholder Acceptance, and the Company shall provide promptly any assistance reasonably requested by the Purchaser and Pubco in order to make and administer such offer and ensure that it is conducted in compliance with sections 974 to 982 (inclusive) of the UK Act. The Pubco Offer Documents shall set out the terms and conditions of the Pubco Offer which terms and conditions shall be customary for a takeover offer made for a company incorporated in England and Wales (recognizing that, subject to the Company Re-registration being a condition to this Agreement and the Pubco Offer, there being no need to comply with the provisions of the UK’s City Code on Takeovers and Mergers) and which shall comply with, and fall within the scope of, section 974 of the UK Act, and which shall include:

(a)  Only two conditions (subject to any additional conditions that Pubco and the Company may agree in writing) being:

(i)  the acceptance condition: that Pubco has received valid acceptances of the Pubco Offer in respect of not less than 90% (or such lower percentage as Pubco, with the consent of the Company, may decide) in value of the total Company Ordinary Shares to which the Pubco Offer relates; and

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(ii)  the BCA condition: that all of the conditions under this Agreement have been satisfied, or where capable of waiver, waived, other than the condition set forth in Section 8.1(h);

(b)  details of the consideration to which each accepting Company Shareholder shall be due pursuant to the terms of the Pubco Offer, as set out in Section ‎2.2 below;

(c)  a requirement that each Company Shareholder, by accepting the Pubco Offer, provides customary representations and warranties, which shall include those as to their unencumbered title to the Company Ordinary Shares being assented to the offer, their unfettered authority to accept the Pubco Offer, and, to the extent required, as to matters necessary to comply with US or UK securities laws; provided that each Company Shareholder, save in any Lost Certificate Indemnity, shall not be required to otherwise provide representations or warranties as regards the Target Companies and/or each of their businesses nor provide any other covenants, undertakings or indemnities save as may be agreed between the Parties;

(d)  a requirement that an accepting Company Shareholder, by executing the Company Shareholder Acceptance (as a deed), and delivering it to the Registrar, irrevocably appoints the Company, Pubco, the Registrar and each director of, or person authorized by, each of them as his or her attorney, subject to the Pubco Offer becoming or being declared wholly unconditional:

(i)  to complete and execute all or any form(s) of transfer and/or other document(s) at the discretion of the attorney in relation to his or her Company Ordinary Shares in favor of Pubco;

(ii)  to deliver to the Registrar such form(s) of transfer and/or other document(s) at the discretion of the attorney with the certificate(s) and/or other document(s) of title and/or Lost Certificate Indemnity relating to his or her Company Ordinary Shares for registration within six months of the Pubco Offer becoming or being declared wholly unconditional; and

(iii)  to execute all such other documents and do all such other acts and things as may in the opinion of the attorney be necessary or expedient for the purposes of, or in connection with, the acceptance and implementation of the Pubco Offer.

2.2  The Company Share Transfer. On the Closing Date, immediately prior to the Effective Time and subject to and upon the terms and conditions of the Pubco Offer and in accordance with the applicable provisions of the laws of England and Wales, where it is entitled to do so and where the conditions to the Pubco Offer have been satisfied or waived, Pubco shall declare the Pubco Offer wholly unconditional. As a result of declaring the Pubco Offer wholly unconditional, this Agreement shall become unconditional, Pubco shall be contractually obligated to acquire each Company Ordinary Share validly assented to the Pubco Offer in accordance with its terms (which shall require the holder thereof to have delivered the applicable Transmittal Documents in accordance with Section ‎2.5), in consideration for the issuance and allotment of a number of Pubco Ordinary Shares equal to the Per Share Price divided by the Redemption Price (the “Conversion Ratio”) (the “Exchange Shares”). Pubco shall, promptly following the Unconditional Date and in accordance with the UK Act (including, without limitation, sections 979 and 980), serve squeeze out notices on all holders of Company Ordinary Shares that have not, at the date of such notice, assented their Company Ordinary Shares to the Pubco Offer and Pubco shall, at the same time, send a copy of such notice to the Company together with the required statutory declaration pursuant to section 980(4)(b) of the UK Act. The Company as the surviving limited liability company after the Company Share Transfer is hereinafter sometimes referred to as “Surviving Company Subsidiary” (provided that references to the Company for periods after the Effective Time shall include Surviving Company Subsidiary).

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2.3  Pubco Offer for Company Options. Pubco shall make an offer to the holder of each outstanding Company Option (whether vested or unvested) to replace such options with options over Pubco Ordinary Shares (each a “Pubco Option”) with each such option holder then surrendering his or her existing Company Options. Subject to the subsequent sentence, each Pubco Option will be subject to the terms and conditions set forth in the Company Equity Plan (except any references therein to the Company or Company Ordinary Shares will instead mean Pubco and Pubco Ordinary Shares, respectively). Each Pubco Option shall: (i) confer on the holder the right to acquire a number of Pubco Ordinary Shares equal to (as rounded down to the nearest whole number) (A) the number of Company Ordinary Shares which the Company Option had the right to acquire immediately prior to the Effective Time (had such Company Options been fully vested at the Effective Time), multiplied by (B) the Conversion Ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Company Option (expressed in US Dollars ($), converted from Euros (€) at the European Central Bank published rate on the date of this Agreement), divided by the Conversion Ratio and (iii) be subject to the same vesting schedule as the applicable Company Option. Pubco shall take all corporate action necessary to issue the relevant Pubco Options and reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Options remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Option.

2.4  Other Company Convertible Securities. Any other Company Convertible Security other than a Company Option or a Company Convertible Loan, if not exercised or converted prior to the Effective Time, shall be exchangeable or convertible to Pubco Securities upon the terms thereof.

2.5  Surrender of Company Securities and Disbursement of Exchange Consideration.

(a)  Prior to the Effective Time, Purchaser shall, or shall cause Pubco to, appoint a registrar, reasonably acceptable to the Company and Purchaser (in such capacity, the “Registrar”), for the purpose of receiving and recording the Company Shareholder Acceptances and exchanging Company Ordinary Shares validly assented to the Pubco Offer or acquired compulsorily pursuant to the valid service of a squeeze out notice for a number of Pubco Ordinary Shares, in accordance with the provisions of the Pubco Offer. Prior to the Effective Time, Pubco shall send, or shall cause the Registrar to send, to each Company Shareholder, a Company Shareholder Acceptance for use in such exchange (which shall specify the number of Company Ordinary Shares and the number of Pubco Ordinary Shares to be issued and allotted to the holders of Company Ordinary Shares based on the Conversion Ratio, and that risk of loss and title shall pass, only upon proper delivery of a properly completed and duly executed Company Shareholder Acceptance and the certificates representing Company Ordinary Shares (the “Company Certificates”), if any (or a Lost Certificate Indemnity)), to the Registrar for use in such exchange.

(b)  Each Company Shareholder shall be entitled to receive a number of Pubco Ordinary Shares equal to the Conversion Ratio multiplied by the number of Company Ordinary Shares such Company Shareholder assented to in the Pubco Offer, as soon as reasonably practicable after the Effective Time, but subject to the delivery to the Registrar of the following items prior thereto (collectively, the “TransmittalDocuments”): (i) the Company Certificate(s), if any, for its Company Ordinary Shares (or a Lost Certificate Indemnity), and/or a properly completed and duly executed Company Shareholder Acceptance and (ii) such other documents as may be reasonably requested by the Registrar, Pubco or the Purchaser. Pubco shall take all corporate action necessary to enable the issuance and allotment to the Company Shareholders of the relevant Exchange Shares on receipt by the Registrar of the Transmittal Documents in accordance with this Agreement and the Pubco Offer.

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(c)  Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to the Registrar, the Company Shareholder may instead deliver to the Registrar a Lost Certificate Indemnity. Any Lost Certificate Indemnity properly delivered in accordance with this Section ‎2.5(c) shall be treated as a Company Certificate for all purposes of this Agreement.

(d)  After the Effective Time, no dividends or other distributions declared or made after the date of this Agreement with respect to Pubco Ordinary Shares with a record date after the Effective Time will be paid to any holder of any Company Ordinary Share that has not yet validly assented his or her Company Ordinary Shares to the Pubco Offer and received his or her Exchange Shares.

(e)  All securities issued upon the surrender of Company Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Securities.

(f)  Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by virtue of the Company Share Transfer or other Transactions, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that otherwise would be received by such holder) shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary Share.

2.6  Termination of Certain Agreements. The Company hereby agrees that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Company Shareholders or among the Company Shareholders with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and the Company Shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any Person terminate in full and become null and void and of no further force and effect. Further, the Company hereby waives, and shall use commercially reasonable efforts to cause the Company Shareholders to waive where applicable, any obligations of the Company or the Company Shareholders under the Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the Company or the Company Shareholders to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.

ARTICLE IIICLOSING

3.1  Closing. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII, the consummation of the Transactions (the “Closing”) shall take place either remotely or at the offices of Ellenoff Grossman & Schole LLP (“EGS”), counsel to Purchaser, 1345 Avenue of the Americas, New York, NY 10105, United States of America, on a date and at a time to be agreed upon by Purchaser and the Company, which date shall be no later than the second (2nd) Business Day after all the conditions set forth in ARTICLE VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other date, time or place as Purchaser and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

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3.2  Closing Deliverables.

(a) At the Closing, the Company will deliver or cause to be delivered:

(i) to Purchaser and Pubco, the New Registration Rights Agreement, duly executed by the applicable Company Shareholders.

(b)  At the Closing, Pubco will deliver or cause to be delivered:

(i) to the Company and the Purchaser, the New Registration Rights Agreement, duly executed by Pubco.

(c)  At the Closing, Purchaser will deliver or cause to be delivered:

(i) to Pubco and the Company, the New Registration Rights Agreement, duly executed by duly authorized representatives of Sponsor;

(ii) to Pubco and the Company, the written resignations of all of the directors and officers of Purchaser effective as of the Effective Time; and

(iii)  to Pubco and the Company, the Pubco A&R Memorandum and Articles.

3.3 Withholding Rights. Each of Purchaser, the Company, Pubco, and Merger Sub (and their Affiliates and Representatives) shall be entitled to deduct and withhold from the amounts payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or other applicable Tax Law. Other than in respect of amounts subject to compensatory withholding, Purchaser, Pubco, and Merger Sub (or their Affiliates or Representatives) shall use commercially reasonable efforts to notify the Person in respect of whom such deduction or withholding is expected to be made as soon as reasonably practicable. Purchaser, Pubco, or Merger Sub (or their Affiliates or Representatives), as applicable, shall use commercially reasonable efforts to cooperate with such Person to reduce or eliminate any such requirement to deduct or withhold to the extent permitted by Law. To the extent that amounts are so deducted or withheld by Purchaser, the Company, Pubco, or Merger Sub (or their Affiliates or Representatives), as the case may be, and paid over to the appropriate Taxing Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

3.4 Tax Consequences. It is intended by the Parties that, for U.S. federal, state and local income Tax purposes, (a) the Merger, the Company Share Transfer, and the PIPE Financing, if any, collectively, constitute an integrated transaction described in Section 351 of the Code, (b) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and this Agreement is and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), (c) the transfer of Purchaser Securities by holders thereof pursuant to the Merger, other than by any such holders who are U.S. persons with respect to which the applicable requirements of Treasury Regulations Section 1.367(a)-3(b) are not met, qualifies for an exception to Section 367(a)(1) of the Code, and (d) the transfer of Company Ordinary Shares by Company Shareholders pursuant to the Company Share Transfer, other than by any Company Shareholders who are U.S. persons with respect to which the applicable requirements of Treasury Regulations Section 1.367(a)-3(b) are not met, qualifies for an exception to Section 367(a)(1) of the Code (clauses (a) to (d), collectively, the “Intended Tax Treatment”).

3.5 Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Purchaser Subsidiary with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger Sub, the then current officers and directors of the Surviving Purchaser Subsidiary and Pubco shall take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in (i) the disclosure schedules delivered by Purchaser to the Company and Pubco on the date hereof (the “Purchaser Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EDGAR, Purchaser represents and warrants to the Company, and Pubco, as of the date of this Agreement and as of the Closing Date, as follows:

4.1 Organization and Standing. Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Purchaser 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. Purchaser has heretofore made available to the Company accurate and complete copies of its Organizational Documents, as currently in effect. Purchaser is not in violation of any provision of its Organizational Documents in any material respect.

4.2 Authorization; Binding Agreement. Purchaser 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 Purchaser 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 Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by Purchaser 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 Purchaser, enforceable against Purchaser 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 or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). Purchaser’s board of directors, by written resolutions duly signed by all of Purchaser’s directors (a) determined that this Agreement, the Merger, and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Purchaser and its shareholders, (b) approved this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the Laws of the Cayman Islands, (c) directed that this Agreement be submitted to Purchaser’s shareholders for adoption and (d) resolved to recommend that Purchaser’s shareholders adopt this Agreement.

4.3 Governmental Approvals. Except as otherwise described in Schedule ‎4.3, no Consent of or notice to any Governmental Authority, on the part of Purchaser, is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this Agreement and each Ancillary Document to which Purchaser is a party or the consummation by Purchaser of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as 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, individually or in the aggregate, a Material Adverse Effect on Purchaser.

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4.4 Non-Contravention. Except as otherwise described in Schedule ‎4.4, the execution and delivery by Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by Purchaser of the transactions contemplated hereby and thereby, and compliance by Purchaser with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of Purchaser’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any Law or Order binding upon or applicable to Purchaser, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎4.3 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 Purchaser or any of its properties or assets, or (d) (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 Purchaser 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 a Permitted Lien) upon any of the properties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to 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 Contract of Purchaser, including the Trust Account, except for any deviations from any of the foregoing clauses (a), (b), (c) or (d) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser.

4.5  Capitalization.

(a) Purchaser is authorized to issue 479,000,000 Purchaser Class A Ordinary Shares, 20,000,000 Purchaser Class B Ordinary Shares, and 1,000,000 Purchaser Preference Shares. The issued and outstanding Purchaser Securities are set forth on Schedule ‎4.5(a). There are no issued or outstanding Purchaser Preference Shares or Purchaser Securities that are convertible or exchangeable into Purchaser Preference Shares. All outstanding Purchaser Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and 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, Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions,

(b)  Purchaser does not have any Subsidiaries or own any equity interests in any other Person.

(c) Except as set forth in Schedule ‎4.5(a) or Schedule ‎4.5(c) 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 Purchaser Ordinary Shares or (B) obligating Purchaser 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 such shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any Purchaser Securities 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 in Schedule ‎4.5(c), there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser is a party with respect to the voting of Purchaser Ordinary Shares.

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(d) All Indebtedness or unpaid Liabilities of Purchaser, Pubco or Merger Sub are set forth on Schedule ‎4.5(d). The Indebtedness and other Liabilities of Purchaser (including in respect of deferred underwriting commissions and costs and expenses incurred in respect with other prospective Business Combinations and of Purchaser’s initial public offering) do not exceed, in the aggregate, the amount set forth in Schedule ‎4.5(d). No Indebtedness of Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser or (iii) the ability of Purchaser to grant any Lien on its properties or assets.

(e) Since the date of formation of Purchaser, and except as contemplated by this Agreement, Purchaser 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 Purchaser’s board of directors has not authorized any of the foregoing.

4.6  SEC Filings and Purchaser Financials.

(a) Purchaser, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses, proxies and other documents required to be filed or furnished by Purchaser with the SEC under the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, together with any amendments, restatements or supplements thereto, and shall file all such forms, reports, schedules, statements, proxy materials and other documents required to be filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s website through EDGAR, Purchaser has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Purchaser’s annual reports on Form 10-K for each fiscal year of Purchaser beginning with the first year Purchaser was required to file such a form, (ii) Purchaser’s quarterly reports on Form 10-Q for each fiscal quarter that Purchaser filed such reports to disclose its quarterly financial results in each of the fiscal years of Purchaser referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses, proxy materials and other documents (other than preliminary materials) filed by Purchaser with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses, proxies and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR, are, collectively, the “SEC Reports”) and (iv) 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 (i) above (collectively, the “Public Certifications”). Except for any changes (including any required revisions to or restatements of the Purchaser Financials (defined below) or the SEC Reports) to (A) Purchaser’s accounting or classification of Purchaser’s outstanding redeemable shares as temporary, as opposed to permanent, equity that was or may be required as a result of related statements by the SEC staff or recommendations or requirements of Purchaser’s auditors, or (B) Purchaser’s historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting matters applicable to special purpose acquisition companies generally (clauses (A) through (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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SEC Reports. None of the SEC Reports filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. The Public Certifications are each true as of their respective dates of filing. The Parties acknowledge and agree that any restatement, revision or other modification of Purchaser Financials or the SEC Reports as a result of any SEC SPAC Accounting Changes shall be deemed not material for purposes of this Agreement. As used in this Section ‎4.6(a), 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. As of the date of this Agreement, (A) Purchaser Public Units, Purchaser Ordinary Shares, the Purchaser Rights and the Purchaser Public Warrants are listed on Nasdaq, (B) Purchaser has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such Purchaser Securities, (C) there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by the Financial Industry Regulatory Authority, Nasdaq or the SEC with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Purchaser Securities on Nasdaq and (D) Purchaser and such Purchaser Securities are in compliance with all of the applicable listing corporate governance rules of Nasdaq.

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(b) Purchaser has established and maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act; except as set forth in the SEC Reports such disclosure controls and procedures are reasonably designed to ensure that all material information concerning Purchaser and other material information required to be disclosed by Purchaser in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Purchaser’s SEC filings and other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and principal financial officer to material information required to be included in Purchaser’s periodic reports required under the Exchange Act.

(c)  Except for any SEC SPAC Accounting Changes, the financial statements and notes of Purchaser contained or incorporated by reference in the SEC Reports (the “Purchaser Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Purchaser at the respective dates of and for the periods referred to in such financial statements and accurately reflect the books and records of Purchaser as of the times and for the periods referred to therein, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (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).

(d) Purchaser maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) Purchaser does not maintain any off-the-book accounts and that Purchaser’s assets are used only in accordance with Purchaser’s management directives, (ii) transactions are executed with management’s authorization and (iii) transactions are recorded as necessary to permit preparation of the financial statements of Purchaser and to account for Purchaser’s assets. Purchaser has not 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 Purchaser. Purchaser or its Representatives has not received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Purchaser or its internal accounting controls, including any material written complaint, allegation, assertion or claim that Purchaser has engaged in questionable accounting or auditing practices.

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(e) Except for any SEC SPAC Accounting Changes and except to the extent reflected or reserved against in Purchaser Financials, Purchaser has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in Purchaser Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since Purchaser’s formation in the ordinary course of business. All material debts and Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included in Purchaser Financials as of the date of such Purchaser Financial. Purchaser has no off-balance sheet arrangements.

4.7  Reporting Company; Listing. Purchaser is a publicly held company subject to reporting obligations pursuant to Section 13 of the Exchange Act, and Purchaser Public Units, Purchaser Class A Ordinary Shares and Purchaser Public Warrants are registered pursuant to Section 12(b) of the Exchange Act. There is no Action pending or, to the Knowledge of Purchaser threatened against Purchaser by Nasdaq or the SEC with respect to any intention by such entity to prohibit or terminate the listing of Purchaser Public Units, Purchaser Class A Ordinary Shares or Purchaser Public Warrants.

4.8 Absence of Certain Changes. As of the date of this Agreement, except as set forth in Schedule ‎4.8, Purchaser has, (a) since its incorporation, conducted no business other than its incorporation, 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 Companies and the negotiation and execution of this Agreement) and related activities and (b) since December 31, 2021, not been subject to a Material Adverse Effect on Purchaser.

4.9  Compliance with Laws. Purchaser is, and has since its incorporation been, in compliance in all material respects with all Laws applicable to it and the conduct of its business and Purchaser has not received written notice alleging any violation of applicable Law in any material respect by Purchaser.

4.10 Actions; Orders; Permits. There is no pending or, to the Knowledge of Purchaser, threatened material Action, and, to the Knowledge of Purchaser, no pending or threatened investigations, in each case, to which Purchaser is subject or otherwise affecting its assets that have had or would reasonably be expected to have a Material Adverse Effect on Purchaser, nor, to the Knowledge of Purchaser, is there any reasonable basis for such Action or investigation to be made. There is no material Action that Purchaser has pending against any other Person. Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Purchaser 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 Permit or for such Permit to be in full force and effect have not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser. None of Purchaser, its directors or officers, nor, any of it employees, agents, or any other Persons acting for or on behalf of Purchaser has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise took any actions, directly or indirectly, that would result in a violation of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law. None of Purchaser, its directors or officers, nor, any of its employees, agents, or any other Persons acting for or on behalf of Purchaser is or has been a Person named on any economic sanctions administered, enacted or enforced by any Governmental Authority.

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4.11 Taxes and Returns.

(a) The Purchaser has timely filed, or caused to be timely filed, all applicable material U.S. federal, state, local, and non-U.S. Tax Returns required to be filed by it (taking into account all available extensions), which such Tax Returns are true, accurate 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 being contested in good faith for which adequate reserves in Purchaser Financials have been established in accordance with GAAP. Schedule ‎4.11(a) sets forth each jurisdiction where Purchaser files or is required to file a Tax Return.

(b) There is no Action currently pending or, to the Knowledge of Purchaser, threatened in writing against Purchaser by a Governmental Authority in a jurisdiction where Purchaser does not file Tax Returns that it is or may be subject to material taxation by that jurisdiction.

(c) Purchaser is not currently being audited by any Taxing Authority and has not been notified in writing by any Taxing Authority that any such audit is currently contemplated or currently pending. There are no claims, assessments, audits, examinations, investigations or other Actions currently pending against Purchaser in respect of any material Tax, and Purchaser has not been notified in writing of any proposed material Tax claims or assessments against it that remains unpaid (other than, in each case, claims or assessments for which adequate reserves in Purchaser Financials have been established in accordance with GAAP).

(d) There are no Liens with respect to any Taxes upon any of the property or assets of Purchaser, other than Permitted Liens.

(e) Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Purchaser for any extension of time within which to file any material Tax Return or within which to pay any Taxes shown to be due on any material Tax Return; in each case, except for any extensions not requiring the consent of a Taxing Authority.

(f) Since the date of its incorporation, Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refund.

(g) Purchaser has not requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any material amount of Taxes, nor is any such request outstanding.

(h) Notwithstanding anything to the contrary in this Agreement, this Section ‎4.11 contains the sole representations and warranties of Purchaser concerning Taxes. Notwithstanding any representation or warranty in this Agreement (including the representations and warranties set forth in this Section ‎4.11), no representation or warranty is being made as to the use or availability of any Tax attribute or credit of Purchaser in any taxable period (or portion thereof) beginning on the day immediately after the Closing Date.

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4.12 Employees and Employee Benefit Plans. Since its date of incorporation, Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

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

4.14 Material Contracts.

(a) Except as set forth on Schedule ‎4.14(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser 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 $250,000, (ii) may not be cancelled by Purchaser on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of Purchaser as its business is currently conducted, any acquisition of material property by Purchaser, or restricts in any material respect the ability of Purchaser to engage in business as currently conducted by it or compete with any other Person (each, a “PurchaserMaterial Contract”). All Purchaser Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

(b) With respect to each Purchaser Material Contract: (i) Purchaser Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) Purchaser Material Contract is legal, valid, binding and enforceable in all material respects against Purchaser and, to the Knowledge of Purchaser, 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) Purchaser is not 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 in any material respect by Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material Contract; and (iv) to the Knowledge of Purchaser, no other party to any Purchaser 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 Purchaser under any Purchaser Material Contract.

4.15 Transactions with Affiliates. Schedule ‎4.15 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 material Liabilities, Indebtedness owed or obligations between Purchaser or any of its Subsidiaries and any (a) present or former director, sponsor, officer or employee or Affiliate of Purchaser, or any of their respective “associates” or “immediate family” member (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of Purchaser’s issued and outstanding shares as of the date hereof, other than (x) for payment of salary or (y) reimbursement for reasonable expenses less than $500,000 incurred on behalf of Purchaser in the ordinary course of business consistent with past practice. Purchaser acknowledges that none of their respective “immediate family” members owns directly or indirectly in whole or in part, or has any other material interest in, any material tangible or real property that Purchaser uses, owns or leases (other than through any equity interest in Purchaser). To the extent not filed with the SEC prior to the date of this Agreement, true and complete copies of such Contracts have been provided to the Company.

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4.16  Business Activities. Since its incorporation, Purchaser has not conducted any business activities other than activities directed toward completing a Business Combination.

4.17 Investment Company Act. Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” or required to register as an “investment company,” in each case within the meaning of the Investment Company Act.

4.18 Finders and Brokers. Except as set forth on Schedule ‎4.18, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Pubco, Merger Sub, 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 Purchaser.

4.19  Certain Business Practices.

(a) Since its incorporation, neither Purchaser, 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) 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 Purchaser or assist it in connection with any actual or proposed transaction.

(b) The operations of Purchaser are and have been conducted at all times in material 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 Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

(c) None of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and Purchaser has not, in the last five (5) fiscal years, 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.

4.20 Insurance. Schedule ‎4.20 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by Purchaser relating to Purchaser 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 Purchaser 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 Purchaser, 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 Purchaser. Purchaser 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 be reasonably likely to have a Material Adverse Effect on Purchaser.

4.21 Trust Account. The Trust Account has a balance of no less than $80,017,000. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to the Enforceability Exceptions) and has not been amended or modified. Purchaser has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, by the Trustee. There are no separate agreements, side letters or other agreements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate or that would entitle any Person (other than the underwriters of the IPO, Public Shareholders who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s Memorandum and Articles or in connection with an extension of Purchaser’s deadline to consummate a Business Combination) (or Purchaser with respect to the income earned on the proceeds of the Trust Account to cover any tax obligations) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except as described in the Trust Agreement. There are no claims or proceedings pending or, to the Knowledge of Purchaser, threatened in writing with respect to the Trust Account. Since its incorporation, Purchaser has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). Following the Effective Time, no Public Shareholder shall be entitled to receive any amount from the Trust Account.

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4.22 Information Supplied. None of the information supplied or to be supplied by Purchaser expressly for inclusion in the Registration Statement will, at the date on which the Registration Statement is first mailed to the Public Shareholders or at the time of Purchaser Extraordinary General Meeting, 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.

4.23 Independent Investigation. Notwithstanding anything contained in this Agreement, Purchaser and its respective directors, managers, officers, employees, equityholders, partners, members and representatives, acknowledge and agree that Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of the Target Companies, Pubco, 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, Pubco, and Merger Sub for such purpose. Purchaser 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, Pubco, or Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered to Purchaser pursuant hereto, and the information provided by or on behalf of the Company for the Registration Statement; and (b) none of the Company, Pubco, or Merger Sub nor its respective Representatives have made any representation or warranty as to the Target Companies, Pubco, 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 Purchaser pursuant hereto.

4.24 No Other Representations or Warranties. Except for the representations and warranties expressly made by Purchaser in this ‎ARTICLE IV (as modified by Purchaser Disclosure Schedules) or as expressly set forth in an Ancillary Document, none of Purchaser nor any other Person on its behalf makes any express representation or warranty with respect to Purchaser, Purchaser Securities, the business of Purchaser, or the Transactions or any of the other Ancillary Documents, and Purchaser hereby expressly disclaims any other representations or warranties, whether made by Purchaser or any of its Representatives. Except for the representations and warranties expressly made by Purchaser in this ‎ARTICLE IV (as modified by Purchaser Disclosure Schedules) or in an Ancillary Document, Purchaser hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Company or any of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company or any of its Representatives by any Representative of Purchaser), including any representations or warranties regarding the probable success or profitability of the businesses of Purchaser.

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4.25 Lock-Up Agreements. All existing lock-up agreements between Purchaser and any of its shareholders or holders of any Purchaser Securities entered into in connection with the initial public offering of Purchaser provide for a lock-up period that is in full force and effect.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB

Each of Pubco and Merger Sub represents and warrants to Purchaser and the Company, as of the date hereof and as of the Closing, as follows:

5.1 Organization and Standing. Each of Pubco and Merger Sub is an exempted company duly incorporated, validly existing as an exempted company and in good standing under the Laws of the Cayman Islands. Each of Pubco and 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. Each of Pubco and Merger Sub is duly qualified or licensed and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) to do business in each jurisdiction in which its ownership of property or 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. Pubco and Merger Sub have heretofore made available to Purchaser and the Company true, accurate and complete copies of the Organizational Documents of Pubco and Merger Sub, each as currently in effect. None of Pubco or Merger Sub is in violation of any provision of its Organizational Documents in any material respect.

5.2 Authorization; Binding Agreement. Each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is, or is contemplated to be, 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 each of Pubco and Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate actions and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including, without limitation, the filing of the Pubco A&R Memorandum and Articles), the approval and execution of the Plan of Merger, and the making of related filings of resolutions and other documents with the Cayman Registrar), on the part of Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which each of Pubco and Merger Sub is, or is contemplated to be, a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Pubco or Merger Sub is, or is contemplated to be, 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.

5.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Pubco or 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 are expressly contemplated by this Agreement (including, without limitation, the Pubco A&R Memorandum and Articles, the Plan of Merger, and the resolutions and other documents related thereto), (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 Pubco.

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5.4 Non-Contravention. The execution and delivery by Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party, the consummation by such Party of the transactions contemplated hereby and thereby, and compliance by such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of such Party’s Organizational Documents (assuming, for the avoidance of doubt, in the case of Pubco, the due adoption of the Pubco A&R Memorandum and Articles as contemplated by this Agreement), (b) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎5.3 hereof, and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, required antitrust filings or orders required under Antitrust Laws, 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 such Party 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 a Permitted Lien) upon any of the properties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to 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 Contract of such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not been and would not reasonably be expected to be, individually or in the aggregate, material to Pubco or Merger Sub or prevent Pubco or Merger Sub from consummating the Transactions.

5.5 Ownership. As of the date hereof, (i) Pubco is authorized to issue 500,000,000 Pubco Ordinary Shares, of which one (1) Pubco Ordinary Share is issued and outstanding, and which is owned by ClimateRock Holdings Topco Limited, a Cayman Islands exempted company, and (ii) Merger Sub is authorized to issue 5,000,000 Merger Sub Ordinary Shares, of which one (1) share is issued and outstanding, and which is owned by Pubco. Immediately prior to the Effective Time, pursuant to the Pubco A&R Memorandum and Articles, Pubco shall be authorized to issue 469,000,001 Pubco Ordinary Shares and 30,999,999 Pubco preference shares, of which one (1) Pubco Ordinary Share shall at such time be issued and outstanding. Prior to giving effect to the Transactions, other than Merger Sub, Pubco does not have any Subsidiaries or own any equity interests in any other Person.

5.6  Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with ‎ARTICLE II to the Company Shareholders shall be, upon issuance and delivery of such Exchange Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Shareholder Commitment, the New Registration Rights Agreement, the provisions of this Agreement and any Liens incurred by the Company Shareholders, and the issuance and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

5.7 Activities of Pubco and Merger Sub. Since their incorporation, Pubco and Merger Sub have not engaged in any business activities other than as contemplated by this Agreement, do not own, directly or indirectly, any ownership equity, profits or voting interest in any Person (other than Pubco’s 100% ownership of Merger Sub) and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which they are a party and the transactions contemplated hereby and thereby, and, other than their respective Organizational Documents, this Agreement and the Ancillary Documents to which they are a party, Pubco and Merger Sub are not party to or bound by any Contract.

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5.8 Foreign Private Issuer. Pubco is and shall be at all times commencing from the date thirty (30) days prior to the first filing of the Registration Statement with the SEC through the Closing, a “foreign private issuer” as defined in Rule 405 under the Securities Act.

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

5.10 Investment Company Act. Pubco 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.

5.11 Information Supplied. None of the information supplied or to be supplied by Pubco or 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 or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions 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 Pubco or 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, neither Pubco nor Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, or any of their respective Affiliates. All documents that Pubco is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

5.12 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this ‎ARTICLE V, Pubco, and Merger Sub hereby expressly disclaim and negate any other express representation or warranty whatsoever (whether at Law or in equity) with respect to Pubco, and Merger Sub, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Purchaser, its Affiliates or any of their respective Representatives by, or on behalf of, Pubco, or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Pubco or Merger Sub nor any other person on behalf of Pubco or Merger Sub has made or makes, any representation or warranty with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Pubco or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective Representatives or any other Person, and any such representations or warranties are expressly disclaimed.

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ARTICLE VIREPRESENTATIONS AND WARRANTIES OF THE COMPANY

With respect to the Fundamental Representations, except as set forth in the disclosure schedules delivered by the Company to Purchaser on the date hereof (the “CompanyDisclosure Schedule”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or with respect to the representations and warranties of the Company that are not Fundamental Representations, except as disclosed in the Company Disclosure Schedule or the Company VDR, the Company hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing, as follows:

6.1 Organization and Standing. The Company is an exempted company duly organized, validly existing and in good standing under the Laws of England and Wales. The Target Companies have all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Target Companies is duly organized, 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 to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing 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 where the failure to be so licensed or qualified would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole. The Company has provided to Purchaser accurate and complete copies of the Organizational Documents of the Target Companies, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material respect. No order has been made, petition presented or resolution passed for the winding up of any Target Company. No administrator has been appointed in respect of any Target Company and no receiver has been appointed over the whole or any part of the property, assets or undertaking of any Target Company. No voluntary arrangement has been proposed or approved under Part I of the Insolvency Act 1986. No compromise, composition, scheme of arrangement or reconstruction under Part 26 or Part 26A of the UK Act or any other compromise or arrangement with creditors generally (or any class of them) has been made, proposed, agreed to or sanctioned in respect of any Target Company.

6.2 Authorization; Binding Agreement. The Company 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 the Company’s 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 the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors and/or shareholders of the Company in accordance with the Company’s Organizational Documents, the UK Act and any other applicable Law, and (b) other than any Company Shareholder approval required to consummate the Transactions, 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 (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). 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, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

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6.3  Capitalization.

(a) As of the date of this Agreement, (i) the Company has 108,436,242 Company Ordinary Shares issued and outstanding, and comprises the whole of the Company’s allotted and issued share capital. The Exchange Shares to be delivered by the Company Shareholders to Pubco at the Closing constitute all of the issued and outstanding shares and other equity interests of the Company. All of the outstanding Company Ordinary Shares have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the UK Act, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. The Company does not directly or indirectly hold any of its shares or other equity interests in treasury. There is no dispute concerning the Company Shareholders’ title to the Exchange Shares or their ability to sell the same and no other Person has claimed, or to the knowledge of the Company is reasonably likely to claim, to have title to, or to be entitled to, any interest in the Exchange Shares. Save as contemplated in this Agreement, no Person has any right to be issued and allotted shares in the Company.

(b) There are no Company Convertible Securities, or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its shareholders are a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws in all material respects. As a result of the consummation of the Transactions, 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).

(c) Except as disclosed in the Company Financials, since January 1, 2022, the Company has not 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 the Company, and the board of directors of the Company has not authorized any of the foregoing.

6.4 Subsidiaries. Schedule ‎6.4(a) sets forth the legal name and jurisdiction of organization of each Subsidiary of the Company. All of the outstanding equity securities of each Subsidiary of the Company are owned by the Company or another Subsidiary of the Company and have been validly and duly authorized, fully paid, non-assessable and free of any Liens, other than those imposed by such Subsidiary’s Organizational Documents or as would not be material to the Target Companies, taken as a whole. 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. No Target Company is a participant in any joint venture, partnership or similar arrangement.

6.5 Governmental Approvals. Except as otherwise described in Schedule ‎6.5, no Consent of or notice to 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 are expressly contemplated by this Agreement, (b) pursuant to Antitrust Laws or (c) where the failure to obtain or much such Consents or to make such notices would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

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6.6 Non-Contravention. Except as otherwise described in Schedule ‎6.6, 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 party, 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 any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎6.5, 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 any Target Company or any of its material properties or assets, (c) violate, conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification, or acceleration) under, give rise to any obligation to make payments or provide compensation under, give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (d) result in the creation of any Lien upon any of the properties or assets of any Target Company under (other than Permitted Liens), any of the terms, conditions or provisions of any Company Material Contract, except in the cases of clauses (b), (c) and (d), as would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

6.7 Financial Statements.

(a) As used herein, the term “Company Financials” means (i) the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated statements of financial position of the Target Companies as of December 31, 2021 and December 31, 2020, and the related audited consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with PCAOB standards (the “Audited Company Financials”) and (ii) the unaudited financial statements, consisting of the consolidated statement of financial position of the Target Companies as of September 30, 2022 (the “InterimBalance Sheet Date”) and the related consolidated statement of profit or loss and other comprehensive income, changes in equity and cash flows for the nine (9) months then ended. The Audited Company Financials, when delivered by the Company, (i) will have been prepared from, and will be in accordance in all material respects, with, the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which will not be material in amount), (iii) when included in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC, in each case, as in effect as of the respective dates thereof and (iv) 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. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

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(b) Each Target Company maintains accurate books and records reflecting its assets and Liabilities in all material respects and maintains proper and adequate internal accounting controls that, to the Knowledge of the Company, 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 and (iii) transactions are recorded as necessary to permit preparation of the financial statements of such Target Company and to account for such Target Company’s assets. 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 three (3) years, no Target Company or 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.

(c) All financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to Purchaser or Pubco or their respective Representatives were prepared in good faith using assumptions that the Company believes to be reasonable.

6.8 Absence of Certain Changes. Except as set forth on Schedule ‎6.8, since December 31, 2021 through the date of this Agreement, each Target Company has (a) conducted its business only in the ordinary course of business consistent with past practice and (b) not been subject to a Material Adverse Effect.

6.9 Compliance with Laws. Except for (a) compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section ‎6.20), (b) compliance with Tax Laws (as to which certain representations and warranties are made pursuant to Section ‎6.14), and (c) compliance with Laws relating to Intellectual Property (as to which certain representations and warranties are made pursuant to Section ‎6.13(b)), for the three (3) year period immediately preceding the date of this Agreement, and as would not be material to the Target Companies, taken as a whole, no Target Company is or has been in material non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2019, any written notice from a Governmental Authority of any non-compliance with any applicable Laws by which it or any of its properties, assets, employees, business, products or operations are or were bound or affected. For purposes of this Section ‎6.9, “material” shall mean having or being reasonably expected to have a Material Adverse Effect on the Target Companies taken as a whole.

6.10 Company Permits. Each Target Company holds all material Permits necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Company Permits”), except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole. The Company has made available to Purchaser true, correct and complete copies of all material Company Permits, all of which are listed in the Company VDR. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole, all of the Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit, and no Target Company has received any written notice of any Actions relating to the revocation or modification of any Company Permit, except in each case as would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole.

6.11 Litigation. Except as described on Schedule ‎6.11(a), except with respect to Intellectual Property (as to which certain representations and warranties are made pursuant to Section ‎6.13(b)) and except as would reasonably be expected not to have, either individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole, there is no (a) material Action of any nature currently pending or, to the Knowledge of the Company, threatened, and no such material Action has been brought in the past three (3) years or (b) Order now pending or outstanding or that was rendered by a Governmental Authority in the past three (3) years, in either case of (a) or (b) by or against any Target Company, its current or former directors or officers (provided that any litigation involving the directors or officers of a Target Company must be related to such Target Company’s business or assets), its business, equity securities or assets. None of the current or former officers of any Target Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud during the past five (5) years.

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6.12  Material Contracts.

(a) The Company VDR sets forth a true, correct and complete list of all Contracts described in clauses ‎(i) through ‎(xii) below to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound (each such Contract, other than a Company Benefit Plan, a “Company Material Contract”) and the Company has made available to Purchaser, true, correct and complete copies of, each:

(i)  contains covenants that materially limit the ability of any Target Company (A) (1) to compete in any line of business, with any Person or in any geographic area, (2) to sell or provide any service or product or (3) to solicit any Person, other than in respect of customary non-disclosure agreements entered into by any Target Company in the ordinary course of business or (B) to purchase or acquire an interest in any other Person;

(ii)  providing for the formation of any joint venture or profit-sharing agreement or arrangement;

(iii)  evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount in excess of $250,000 between the Company and any Subsidiary;

(iv) was entered into during the past three (3) years involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $5,000,000 (other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, (B) in the ordinary course of business consistent with past practice or (C) between the Company and any Subsidiaries);

(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 or the sale of any Target Company, its business or material assets;

(vi)  by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract or Contracts of at least $250,000 per year or $500,000 in the aggregate;

(vii) obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $500,000;

(viii) is between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements, employee confidentiality and invention assignment agreements or equity or incentive equity agreements with employees entered into in the ordinary course of business consistent with past practice) or any Related Person;

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(ix) obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

(x) relates to a material settlement entered into within two (2) years prior to the date of this Agreement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations) that would be reasonably likely to involve payments in excess of $500,000 after the date of this Agreement;

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

(xii) the termination of which, would be otherwise material to the Target Companies, taken as a whole and not covered by clauses ‎(i) through ‎(x) above.

(b) Except as set forth in Schedule ‎6.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against such 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), in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole; (ii) the consummation of the Transactions will not affect the validity or enforceability of any Company Material Contract; (iii) the Target Companies are not in breach of or default under the terms of any Company Material Contract and, to the Knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, and no event has occurred or not occurred through any of the Target Companies’ action or inaction or, to the Knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case, except as would not reasonably expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole.

6.13  Intellectual Property.

(a) The Company VDR sets forth all U.S. and foreign granted or issued Patents, registered Trademarks, registered Copyrights, domain name registration and filed and pending applications for the grant, issuance or registration of any Patent, Trademark, Copyright or domain name in each case for which a Target Company is the owner, applicant or assignee of record as of the date hereof (“Company Registered IP”), specifying as to each item, as applicable: (A) the title, (B) the owner of the item, (C) the jurisdictions in which the item is granted, issued or registered or in which an application for grant, issuance or registration has been filed and (D) the grant, issuance, registration or application numbers and dates. Each Target Company (i) owns, free and clear of all Liens (other than Permitted Liens) any and all Intellectual Property owned, in whole or in party by such Target Company (“Company IP”) or (ii) has valid and enforceable licenses to all other Intellectual Property that is used in and material to the conduct of such Target Company’s business as currently conducted. Except as set forth in the Company VDR, all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees (except for registration, maintenance, renewal and other official fees with respect to the Company Registered IP that become due after the date hereof), or otherwise account to any third party with respect to such Company Registered IP.

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(b) To the Company’s Knowledge, no Action is pending or threatened in writing against a Target Company that challenges the validity, enforceability or ownership of, or, to the extent that any Target Company does any of the following in its business as currently conducted, such Target Company’s right to use, sell, license or sublicense, or that otherwise relates to, any material Company IP, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action. In the past three (3) years, no Target Company has received any written notice or written claim asserting any material infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person as a consequence of the business activities of any Target Company as currently conducted. 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 Intellectual Property owned by a Target Company. No Target Company is currently infringing any Intellectual Property of any other Person in any material respect in connection with the use of any Company IP or, to the Knowledge of the Company, otherwise in connection with the conduct of the respective businesses of the Target Companies as currently conducted. To the Company’s Knowledge, no third party is currently, or in the past three (3) years has been, infringing upon, misappropriating or otherwise violating any Company IP in any material respect.

(c) All officers, directors, employees and independent contractors (to the extent any such independent contractor had access to any Company IP) of a Target Company (and each of their respective Affiliates) have assigned to the Target Companies ownership of all Intellectual Property arising from the services performed for a Target Company by such Person (or such ownership vested in such Target Company by operation of Law). In the past three (3) years, no Target Company has received any written claim by any current or former officers, employees or independent contractors of a Target Company alleging any ownership interest of any such Person in any Company IP. To the Knowledge of the Company, in the past three (3) years, there has been no material violation of a Target Company’s policies or practices related to the protection of any Company IP or any confidentiality or nondisclosure Contract relating to any Company IP. Each Target Company has taken reasonable security measures designed to protect the secrecy and confidentiality of all material trade secrets, know-how and confidential information comprised in the Company IP.

(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Target Companies taken as a whole, to the Knowledge of the Company, in the past three (3) years, (i) no Person has obtained unauthorized access to third party information and data (including Personal Data) in the possession of a Target Company, nor (ii) has there been any other material compromise of the security or integrity of such information or data. Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Target Companies taken as a whole, to the Knowledge of the Company, each Target Company has complied in all material respects with its own Privacy Policies, if any, each with respect to the Target Companies’ collection, processing and use of Personal Data.

(e) The consummation of any of the Transactions will not result in any acceleration of any payments by any Target Company with respect to any material Intellectual Property licensed to a Target Company under a Company IP License, except as would not reasonably expected to be, individually or in the aggregate, 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, except as would not reasonably expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole, under Company IP Licenses to the same extent that the Target Companies would have been able to exercise had the Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise be required to pay in the absence of such transactions.

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6.14 Taxes and Returns.

(a) Each Target Company has or will have timely filed, or caused to be timely filed, all applicable material U.S. federal, state, local and non-U.S. Tax Returns required to be filed by it (taking into account all available extensions), and all such Tax Returns are true, accurate 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 being contested in good faith for which adequate reserves in the Company Financials have been established.

(b) There is no Action currently pending or, to the Knowledge of the Company, threatened in writing against a Target Company by a Governmental Authority in a jurisdiction where a Target Company does not file Tax Returns that it is or may be subject to material taxation by that jurisdiction.

(c)  No Target Company is currently being audited by any Taxing Authority or has been notified in writing by any Taxing Authority that any such audit is currently contemplated or currently pending. There are no claims, assessments, audits, examinations, investigations or other Actions currently pending against a Target Company in respect of any material Tax, and no Target Company has been notified in writing of any proposed material Tax claims or assessments against it that remains unpaid (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established).

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

(e) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any material Tax Return or within which to pay any material amount of Taxes shown to be due on any material Tax Return, in each case, except for any extensions not requiring the consent of a Taxing Authority.

(f) No Target Company has made any change in a material Tax accounting method (except as required by a change in Law).

(g) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any material amount of Taxes, nor is any such request outstanding.

(h) Notwithstanding anything to the contrary in this Agreement, this Section ‎6.14 contains the sole representations and warranties of the Company concerning Taxes. Notwithstanding any representation or warranty in this Agreement (including the representations and warranties set forth in this Section ‎6.14), no representation or warranty is being made as to the use or availability of any Tax attribute or credit of any Target Company in any taxable period (or portion thereof) beginning on the day immediately after the Closing Date.

6.15 Real Property. The Company VDR contains an accurate list of all material leases, material subleases and material occupancy agreements (collectively, the “Company Real Property Leases”). The Company has made available to Purchaser an accurate copy of each Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect, subject to Enforceability Exceptions. To the Knowledge of the Company, the Company Real Property Leases are not subject to any financial charge, security interest, agreement for sale, option to acquire, right of pre-emption or right of first refusal.

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6.16 Personal Property. Except as (a) set forth on Schedule ‎6.16 or (b) as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole, each item of Personal Property which is currently owned, used or leased by a Target Company with a book value or fair market value of greater than $100,000 (“Company PersonalProperty Leases”) are in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items) and are suitable for their intended use in the business of the Target Companies. The operation of a Target Company’s business as it is now conducted or presently proposed to be conducted is not in any material respect dependent upon the right to use the Personal Property of Persons other than a Target Company, except for such Personal Property that is owned, leased or licensed by or otherwise contracted to a Target Company. The Company has provided to Purchaser a true and complete copy of each of the Company Personal Property Leases, and in the case of any oral Company Personal Property Lease, a written summary of the material terms of such Company Personal Property Lease. The Company Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, 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 Personal Property Leases, and no Target Company has received notice of any such condition.

6.17 Title to Assets. Except with respect to Intellectual Property (as to which certain representations and warranties are made pursuant to Section ‎6.13(a) and Section ‎6.13(b)), each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets and properties, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests and (c) Liens specifically identified on the consolidated balance sheet of the Target Companies as of the Interim Balance Sheet Date. The material tangible assets (excluding Intellectual Property) of the Target Companies constitute all of the material tangible assets 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 businesses of the Target Companies.

6.18  Employee Matters.

(a) Except as set forth in Schedule ‎6.18(a), no Target Company is a party to any collective bargaining agreement or other Contract covering any group of employees, labor organization or other representative of any of the employees of any Target Company, and the Company has no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. No current officer of a Target Company has provided any Target Company written or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target Company.

(b) Except as set forth in Schedule ‎6.18(b), each Target Company (i) is and has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, employee classification, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending Action involving unfair labor practices against a Target Company, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). Except as set forth in Schedule ‎6.18(b), there are no Actions pending or, to the Knowledge of any Target Company, threatened against a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

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6.19  Benefit Plans.

(a) Set forth on Schedule ‎6.19(a) is a true and complete list of each material Benefit Plan of a Target Company (each, a “Company Benefit Plan”) and denotes with an asterisk each material Non-U.S. Plan. No Target Company has ever maintained or contributed to (or had an obligation to contribute to) any Benefit Plan, which is not a Foreign Plan.

(b) With respect to each material Company Benefit Plan listed on Schedule ‎6.19(a), the Company has provided to Purchaser accurate and complete copies, if applicable, of: (i) all Company Benefit Plan documents and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) the most recent summary plan descriptions and summary of material modifications thereto; (iii) the most recent annual and periodic accounting of plan assets; (iv) the most recent actuarial valuation; and (v) all material communications with any Governmental Authority within the last three (3) years.

(c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with respect to a Company Benefit Plan have been timely made; (v) all benefits accrued under any unfunded Company Benefit Plan has been paid, accrued, or otherwise adequately reserved in accordance with IFRS and are reflected on the Company Financials; and (vi) no Company Benefit Plan provides for retroactive increases in contributions, premiums or other payments in relation thereto. No Target Company has incurred any obligation in connection with the termination of, or withdrawal from, any Company Benefit Plan.

(d) Except to the extent required by applicable Law, no Target Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

(e) All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any material Liability to the Surviving Company Subsidiary or the Purchaser or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities; provided that the foregoing shall not include arrangements entered into by the Target Companies in connection with the Transactions.

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6.20 Environmental Matters. Except as set forth in Schedule ‎6.20:

(a)  Each Target Company is, and in the three (3) year period immediately preceding the date of this Agreement has been, in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining in good standing and complying in all material respects with all Permits required for its business and operations by Environmental Laws (“Environmental Permits”), except where such non-compliance would not reasonably be expected to be material to the Target Companies, taken as a whole. In the three (3) year period immediately preceding the date of this Agreement, no Action is pending or, to the Knowledge of the Company, threatened in writing to revoke, modify or terminate any such Environmental Permit, and, to the Knowledge of the Company, no facts, circumstances or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits, except where such non-compliance would not reasonably be expected to be material to the Target Companies, taken as a whole.

(b) In the three (3) year period immediately preceding the date of this Agreement, no Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any (i) Environmental Laws, (ii) Remedial Action or (iii) Release of a Hazardous Material, except, in each case, as would not, individually or in the aggregate, be reasonably expected to be material to the Target Companies, taken as a whole.

(c) In the three (3) year period immediately preceding the date of this Agreement, no Action has been made or is pending, or to the Knowledge of the Company, threatened in writing against any Target Company or any assets of a Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or may have any material Liability under any applicable Environmental Law, except, in each case, as would not, individually or in the aggregate, be reasonably expected to be material to the Target Companies, taken as a whole. To the Knowledge of the Company, no fact, circumstance, or condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in a Target Company incurring any material environmental Liabilities.

(d) In the three (3) year period immediately preceding the date of this Agreement, no Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability or obligation under applicable Environmental Laws, except, in each case, as would not, individually or in the aggregate, be reasonably expected to be material to the Target Companies, taken as a whole.

6.21 Transactions with Related Persons. Except as set forth on Schedule ‎6.21, there are no material contracts or Contracts between any Target Company, on the one hand, and any Affiliate of any Target Company, present officer or director of any Target Company, beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of Company Ordinary Shares constituting, as of the date of this Agreement, more than 5% of the total number of Company Ordinary Shares on a fully diluted basis, calculated on the date of this Agreement (each of the foregoing, a “Related Person”), on the other hand, other than for (a) Contracts and arrangements related or incidental to any Related Person’s employment or retention as a director or other service provider by a Target Company (including compensation, benefits and advancement or reimbursement of expenses), (b) loans to employees or other service providers of a Target Company in the ordinary course of business consistent with applicable Target Company policies and arrangements related or incidental thereto and (c) Contracts relating to a Related Person’s status as a holder of Company Ordinary Shares.

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6.22 Insurance. As of the date of this Agreement, the Target Companies are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. All premiums due and payable under all such insurance policies have been timely paid and the Target Companies are otherwise in material compliance with the terms of such insurance policies, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. No Target Company has any self-insurance or co-insurance programs. Each such insurance policy is legal, valid, binding, enforceable and in full force and effect. In the past three (3) years, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy. No Target Company has been refused any insurance coverage sought or applied for, and no Target Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies.

6.23  Certain Business Practices.

(a) During the past three (3) years, 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 applicable local or foreign anti-corruption or bribery Law or (iii) made any other unlawful payment.

(b) To the Knowledge of the Company, the Target Companies are currently and have been, in the past three (3) years, in material compliance with anti-money laundering laws, regulations, rules and guidelines by any Governmental Authority in any applicable jurisdiction, 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 or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC, and no Target Company has in the past three (3) years, 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.

6.24  Renewable Energy Matters.

(a) To the Knowledge of the Company, there are no provisions in any development plan materially adversely affecting the use or development of Projects in respect of which any Target Project SPV has entered into Project Documents.

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(b) No Target Project SPV has received written notice from any planning authority that the current use of any property is in material breach of planning laws, and to the knowledge of the Company, there are no circumstances outstanding which constitute a material breach of planning laws.

(c) No Target Project SPV has received written notice of any breach of any Project Document and to the Knowledge of the Company, there (i) is no material breach of any Project Document; (ii) are no grounds for termination of any Project Document; (iii) are no events which have occurred that will constitute or result in a material default of any obligation under a Project Document.

(d) To the Knowledge of the Company, no Target Project SPV has received from any counterparty to any Project Document written notice of its intention to terminate such Project Document.

(e) To the Knowledge of the Company, no Target Project SPV is in material breach of any of the Project Documents.

(f) Except for the Project Documents, there are no contracts, arrangements or licenses placing obligations or liabilities on any Target Project SPV in respect of a Project which exceeds $250,000 or equivalent.

(g) No Power Purchase Agreement has been entered into in respect of any Project.

6.25 Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” or required to register as an “investment company,” in each case within the meaning of the Investment Company Act.

6.26  Finders and Brokers. Except as set forth in the Company VDR, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from any Target Company or any of their respective Subsidiaries in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any Target Company.

6.27 Independent Investigation. Notwithstanding anything contained in this Agreement, the Company and its respective directors, managers, officers, employees, equityholders, partners, members and representatives, acknowledge and agree that 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 Purchaser, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser 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 Purchaser set forth in this Agreement (including the related portions of Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto; and (b) neither Purchaser nor any of its Representatives have made any representation or warranty as to Purchaser or this Agreement, except as expressly set forth in this Agreement.

6.28 Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion in the Registration Statement will, at the date on which the Registration Statement is first mailed to the Public Shareholders or at the time of Purchaser Extraordinary General Meeting, 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.

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6.29 No Other Representations. Except for the representations and warranties expressly made by the Company in this ‎‎ARTICLE VI (as modified by the Company Disclosure Schedules) or as expressly set forth in an Ancillary Document, no Target Company nor any other Person on its behalf makes any express representation or warranty with respect to any of the Target Companies, the Company Security Holders, the Company Ordinary Shares, the business of the Target Companies, or the Transactions or any of the other Ancillary Documents, and the Company hereby expressly disclaims any other representations or warranties, whether made by any Target Company or any of its Representatives. Except for the representations and warranties expressly made by the Company in this Article ‎‎ARTICLE VI (as modified by the Company Disclosure Schedules) or in an Ancillary Document, the Company hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser or any of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to Purchaser or any of its Representatives by any Representative of the Company), including any representations or warranties regarding the probable success or profitability of the businesses of the Target Companies.

ARTICLE VIICOVENANTS

7.1 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 ‎9.1 or the Closing (the “Interim Period”), subject to Section ‎7.13, the Company shall give, and shall cause its Representatives to give, Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, books and records, financial and operating data and other existing information, of or pertaining to the Target Companies, as Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Company’s Representatives to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser 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, including conducting any invasive or intrusive investigations; provided, further, that Purchaser and its Representatives shall not, without the prior written consent of the Company, make inquiries of Persons having business relationships with the Company (including suppliers, customers and vendors) regarding the Company or such business relationships. Notwithstanding anything to the contrary in this Agreement, no Target Company shall be required to disclose any information to Purchaser or its Representatives to the extent such disclosure would, in their reasonable determination (i) result in a loss of any attorney-client or other similar legal privilege (ii) contravene any applicable Law, (iii) contravene the confidentiality restrictions in any Contract to which the disclosing Person is a party; provided that the Target Companies shall use good faith efforts to provide access that complies with such confidentiality restriction or (iv) violate applicable Laws. Nothing in this Section ‎7.1 shall require any Target Company to disclose or provide access to any information which primarily relates to the negotiation of this Agreement or the transactions contemplated hereby. All information obtained pursuant to this Section ‎7.1 shall be subject to the Confidentiality Agreement.

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(b) During the Interim Period, subject to Section ‎7.13, Purchaser shall give, and shall cause its Representatives to give, the Company, Pubco, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser or its Subsidiaries, as the Company, Pubco, Merger Sub or their respective Representatives may reasonably request regarding Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, 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 a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of their respective Representatives to reasonably cooperate with the Company, Pubco, Merger Sub and their respective Representatives in their investigation; provided, however, that the Company, Pubco, Merger Sub and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Purchaser or any of its Subsidiaries. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) the disclosure of which would violate any Law or (ii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

7.2  Conduct of Business of the Company.

(a) During the Interim Period, except (i) as set forth on Schedule ‎7.2, (ii) to the extent necessary to comply with the Company’s obligations under this Agreement or any Ancillary Document, (iii) as necessary to ensure that the Company complies with all applicable Laws, including Antitrust Laws and mandatory measures enacted by any Governmental Authority in response to the COVID-19 pandemic or (iv) with Purchaser’s consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (A) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (B) materially comply with all material applicable Laws and (C) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice; provided that failure to take any action which is prohibited by the provisions of Section ‎7.2(b) shall not constitute a breach of this Section ‎7.2(a); provided that no action by the Company or its Subsidiaries specifically permitted as an exception to the actions which are otherwise prohibited by the provisions of Section ‎7.2(b) shall be deemed a breach of this Section ‎7.2(a).

(b) Without limiting the generality of Section ‎7.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents or as required by applicable Law, during the Interim Period, except (i) as set forth on Schedule ‎‎7.2, (ii) to the extent necessary to comply with the Company’s obligations under the Agreement or any Ancillary Document, (iii) as necessary to ensure that the Company or its Subsidiaries complies with applicable Law, including Antitrust Laws and mandatory measures enacted by any Governmental Authority in response to the COVID-19 pandemic or (iv) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

(i) amend or otherwise change, in any material respect, its Organizational Documents, except as required by applicable Law, it being understood that routine administrative amendments (such as changes in directors or officers, changes in share capital that is otherwise permitted hereunder, and other similar amendments) are not material;

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(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 securities of any class and any other equity-based awards; provided that none of (w) any issuance of equity securities so long as the relevant shares are automatically included in the calculation of the Fully-Diluted Company Ordinary Shares, (x) the exercise or settlement of any Company Options or grants of Company Options under the Company Equity Plan, (y) the conversion of any Company Convertible Securities, and (z) the sale of equity securities, or other securities, of a Target Project SPV in connection with the sale of a Project shall require the consent of Purchaser;

(iii) recapitalize or reclassify any of its shares or other equity interests 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 (except for the forfeiture of Company Options held by or repurchase of Company Ordinary Shares from former employees, non-employee directors and consultants in accordance with agreements as in effect on the date of this Agreement providing for the repurchase of shares in connection with any termination of service);

(iv) incur, create, assume or otherwise become liable for any Indebtedness, other than Indebtedness arising from a refinancing of the Company Convertible Loans, a Company Material Contract, or the Company Benefit Plan, in excess of $50,000,000 (individually or in the aggregate);

(v) materially increase the wages, salaries or compensation of its employees other than in the ordinary course of business consistent with past practice, or make or commit to make any significant bonus payment (whether in cash, property or securities) other than in the ordinary course of business consistent with past practice, to any employee, or materially increase other benefits of employees generally other than in the ordinary course of business consistent with past practice, 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 in the case of the renewal of group health or welfare plans, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice;

(vi) make or rescind any material election relating to Taxes, settle any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, file any amended material Tax Return or claim for a material Tax refund, 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 or local GAAP;

(vii) transfer or license to any Person, permit to lapse, or fail to preserve, any material Company IP (other than in the ordinary course of business consistent with past practice);

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(viii) terminate, or waive or assign any material right under, any Company Material Contract (except for assignment to a Target Company) or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice;

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

(x) enter into any new line of business;

(xi) fail to use commercially reasonable efforts to keep in force material 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 substantially similar to that which is currently in effect;

(xii) waive, release, assign, settle or compromise any claim, action or proceeding (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on a Target Company) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, unless such amount has been reserved in the Company Financials or is within the ordinary course of business consistent with past practice;

(xiii) effect any layoff of more than fifteen (15) employees at once at any of its facilities, except within the ordinary course of business consistent with past practice;

(xiv) 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 except within the ordinary course of business consistent with past practice;

(xv) make capital expenditures in excess of $500,000 (individually for any project (or set of related projects) or $2,000,000 in the aggregate), except within the ordinary course of business consistent with past practice;

(xvi) adopt a plan of complete or partial liquidation, dissolution, winding up or other reorganization (other than with respect to any dormant entities);

(xvii) 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;

(xviii) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of such Party;

(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)  commit in a binding manner to do any of the foregoing actions.

For the avoidance of doubt, with respect to this Section 7.2, the Company’s “ordinary course of business” shall include the investigation, diligence, acquisition (including by way of acquisition of assets, contracts or companies), administration, development, financing and disposal of solar photovoltaic electricity projects and storage facilities, and all other activities related thereto.

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7.3  Conduct of Business of Purchaser, Pubco, and Merger Sub.

(a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except (i) as expressly contemplated by this Agreement or the Ancillary Documents or (ii) as required by Law, Purchaser, Pubco, 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 consistent with past practice, (ii) comply with all Laws applicable to each of Purchaser, Pubco, and Merger Sub and each of their Subsidiaries and their respective businesses, assets and employees and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, 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 ‎7.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with the Purchaser Memorandum and Articles and IPO Prospectus, the deadline by which it much complete its Business Combination, and no consent of any other Party shall be required in connection therewith.

(b) Without limiting the generality of Section ‎7.3(a) and except as contemplated by this Agreement or the Ancillary Documents, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), none of Purchaser, Pubco, and Merger Sub shall, and shall cause their respective Subsidiaries not to:

(i)  amend, waive or otherwise change, in any material 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, other than the issuance of Purchaser securities issuable upon conversion or exchange of their corresponding outstanding Purchaser securities in accordance with their terms;

(iii) split, 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 shares or other 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 other than any working capital loan from the Sponsor to the Purchaser that is reasonably necessary to pay for Transaction Expenses incurred by Purchaser in accordance with this Agreement, provided that the aggregate amount of all such working capital loans shall not exceed $750,000;

(v) make or rescind any material election relating to Taxes, settle any Action relating to material Taxes, file any amended material Tax Return or claim for a material Tax refund, 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;

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(vi) directly or indirectly increase the compensation or benefits payable, whether conditionally or otherwise, to any director or officer or adopt a new compensation or benefit arrangement;

(vii) amend, waive or otherwise change the Trust Agreement in any manner adverse to Purchaser;

(viii) terminate, waive or assign any material right under any Purchaser Material Contract;

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

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

(xi) 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 substantially similar to that which is currently in effect;

(xii) 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 GAAP or IFRS, as applicable, and after consulting Purchaser’s, Pubco’s, or Merger Sub’s outside auditors, as applicable;

(xiii) 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), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless, with respect to Purchaser, such amount has been reserved in Purchaser Financials;

(xiv) 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;

(xv)  make capital expenditures;

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

(xvii) voluntarily incur any Liability or obligation, including Transaction Expenses (whether absolute, accrued, contingent or otherwise) other than the Transaction Expenses set forth in Schedule 7.3(b)(xvii);

(xviii) 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;

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(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.

7.4  Annual and Interim Financial Statements.

(a) During the Interim Period, within forty-five (45) calendar days following the end of each of the fiscal quarters ending March 31, June 30 and September 30 and within sixty (60) calendar days following the end of the fiscal year ending December 31, the Company will use its reasonable best efforts to deliver to Purchaser 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 (the “Interim Period Financials”). From the date hereof through the Closing Date, the Company will also promptly deliver to Purchaser copies of any audited consolidated financial statements of the Target Companies that the Target Companies’ certified public accountants may issue.

(b) The Company will use its reasonable best efforts to provide to the Purchaser the Audited Company Financials as promptly as practicable after the date of this Agreement.

7.5 Purchaser Public Filings. During the Interim Period, Purchaser 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 Closing to maintain the listing of Purchaser Public Units, Purchaser Ordinary Shares and Purchaser 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 Pubco Ordinary Shares and the Pubco Public Warrants.

7.6  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 “AlternativeTransaction” means (A) with respect to the Company, Pubco, Merger Sub, and their respective Affiliates, a transaction (other than the Transactions) 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 consistent with past practice) or (y) any 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 Purchaser and its Affiliates, a transaction (other than the Transactions) concerning a Business Combination for Purchaser.

(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 to not, without the prior written consent of the Company and Purchaser, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (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, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

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(c) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) in writing (including by email) 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, specifying in each case, the material terms and conditions thereof 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.

7.7 No Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material non-public information of Purchaser, 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 “FederalSecurities Laws”) and other applicable foreign and domestic Laws on a Person possessing material non-public information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material non-public information, it shall not purchase or sell any securities of Purchaser (other than to engage in the Merger in accordance with ARTICLE I), communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or knowingly encourage any third party to do any of the foregoing.

7.8 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 or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the Transactions; (d) discovers any fact or circumstance that would reasonably be expected to cause or result in any of the conditions to set forth in ‎ARTICLE VIII 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. 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.

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7.9  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 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 consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions.

(b) In furtherance and not in limitation of Section ‎7.9(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 (“AntitrustLaws”), each Party agrees to make any required filing, notification, notice, submission or application under Antitrust Laws, as applicable, with respect to the transactions contemplated hereby. Each Party will supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and 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 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, including any proceeding initiated by a private Person; (ii) keep the other Parties 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 and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and 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, in connection with any proceeding by a private Person, 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; provided that materials required to be provided pursuant to this Section ‎7.9(b) may be redacted as necessary to comply with contractual arrangements or as necessary to address attorney-client or other privilege concerns. Any disclosures or provision of copies by one party to the other pursuant to this Section ‎7.9(b) may be restricted to outside counsel. Any fees and expenses related to the foregoing provisions of this Section ‎7.9(b) shall be borne equally by the Parties.

(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 and shall use all commercially reasonable efforts to have such Governmental Authorities approve the Transactions. 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, 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, whether prior to the Closing or after the Closing, 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 under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with one another 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.

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(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 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.

7.10 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 as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

7.11 The Registration Statement.

(a) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement and Exchange Offer Prospectus contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Merger and Company Share Transfer, which Registration Statement will also contain (a) a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at Purchaser Extraordinary General Meeting and providing Purchaser shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on Purchaser Shareholder Approval Matters, and (b) an exchange offer prospectus of Pubco (the “Exchange Offer Prospectus*”* for use in connection with the Pubco Offer. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne by Purchaser. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held, thirty (30) days after Registration Statement has become effective or as the Purchaser and the Company may mutually determine (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, by the holders of Purchaser Ordinary Shares, as ordinary resolutions and special resolutions, as required by and in accordance with Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, The Cayman Act, the UK Act and the rules and regulations of the SEC and Nasdaq (the approvals described in the foregoing clause, the “PurchaserShareholder Approval Matters”) and (ii) as ordinary resolutions and special resolutions, as applicable, any other proposals that are required for the consummation of the Transactions that are submitted to, and require the vote of, the Public Shareholders in the Registration Statement and agreed to by Purchaser and the Company. The board of directors of Purchaser shall not withdraw, amend, qualify or modify its unanimous recommendation to the Company Shareholders that they vote in favor of Purchaser Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Shareholders described in the Recitals hereto, a “Modification in Recommendation”). Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Extraordinary General Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting; provided the Purchaser Extraordinary General Meeting is held no later than three (3) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Securities Act, the Cayman Act, the UK Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. Purchaser shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. Purchaser shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

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(b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents; provided, however, that Purchaser shall not amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.

(c) Each of Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to respond to comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and Purchaser shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith.

(d) As soon as practicable following the Registration Statement becoming effective, (i) Purchaser shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Purchaser Extraordinary General Meeting in accordance with the Cayman Act and the Securities Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and (ii) Pubco shall distribute the Exchange Offer Prospectus to the Company Shareholders in order to commence the Pubco Offer.

(e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation and filing of the Registration Statement, and the distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of Purchaser Extraordinary General Meeting the Redemption, the distribution of the Exchange Offer Prospectus and the Pubco Offer.

(f) If, in connection with the preparation and filing of the Registration Statement or the SEC’s review thereof, the SEC requests or requires that an opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the Parties shall deliver to counsel customary Tax representation letters reasonably satisfactory to such counsel and to the Parties, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such opinion.  Notwithstanding anything to the contrary in this Agreement, in the event there is any Tax opinion, comfort letter or other opinion required to be provided in connection with the Registration Statement or the SEC’s review thereof, nothing in this Agreement shall require (i) the Company or its Tax advisors to provide an opinion with respect to the Intended Tax Treatment or any other Tax consequences of the Transaction other than solely with respect to the Company Shareholders or (ii) the Purchaser or its Tax advisors to provide an opinion with respect to the Intended Tax Treatment or any other Tax consequences of the Transaction other than solely with respect to the Purchaser or the Purchaser shareholders and securityholders, in each case, other than, to the extent so requested or required by the SEC, a customary opinion regarding the material accuracy of any disclosure regarding U.S. federal income tax considerations of the Transactions included in the Registration Statement as may be required to satisfy applicable rules and regulations promulgated by the SEC.

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7.12  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 of Purchaser, Pubco and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), 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 Purchaser, Pubco and the Company reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that subject to this Section ‎7.12, the Parties and their Affiliates may make internal communications regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby to their and their Affiliates’ respective directors, officers and employees without the consent of any other Party and may make public statements regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby containing information or events already publicly known other than as a result of a breach of this Section ‎7.12.

(b)  Purchaser and the Company 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 “SigningPress Release”). Promptly after the issuance of the Signing Press Release, Purchaser 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, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. Pubco, Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco shall file a report of foreign private issuer on Form 6-K and a shell company report on Form 20-F (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company and Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release, the Closing Filing, 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 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.

7.13  Confidential Information.

(a) The Company hereby agrees that during the Interim Period, and, in the event that this Agreement is terminated in accordance with ‎ARTICLE IX, for a period of one (1) year after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Purchaser Confidential Information, 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 Purchaser Confidential Information without Purchaser’s prior written consent; and (ii) in the event that the Company, or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with ‎ARTICLE IX, for a period of one (1) year after such termination, becomes legally compelled to disclose any Purchaser Confidential Information, (A) provide Purchaser to the extent legally permitted with prompt written notice of such requirement so that Purchaser or an Affiliate thereof may seek, at Purchaser’s cost, a protective Order or other remedy or waive compliance with this Section ‎7.13(a), and (B) in the event that such protective Order or other remedy is not obtained, or Purchaser waives compliance with this Section‎ 7.13(a), furnish only that portion of such Purchaser 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 Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company shall, and shall cause its Representatives to, promptly deliver to Purchaser or destroy (at the Company’s election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided that the Company and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; provided, further that any Purchaser Confidential Information that is not returned or destroyed, including any oral Purchaser Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement.

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(b)  Purchaser hereby agrees that during the Interim Period, and, in the event that this Agreement is terminated in accordance with ‎ARTICLE IX, for a period of one (1) year after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, 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 its obligations hereunder or thereunder or enforcing its 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 Purchaser or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with ‎ARTICLE IX, for a period of one (1) year 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 ‎7.13‎(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section ‎7.13‎(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, Purchaser shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at Purchaser’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; provided that Purchaser and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; provided, further that any Company Confidential Information that is not returned or destroyed, including any oral Company Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, Purchaser and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.

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7.14  Post-Closing Board of Directors and Executive Officers.

(a) The Parties shall take all necessary action, including causing the directors of Merger Sub to resign, so that effective as of the Closing, Merger Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles.

(b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) members, then (A) two (2) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman and (B) five (5) persons shall be designated by the Company prior to the Closing (the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that Charles Ratelband and Per Regnarsson shall be among the initial Purchaser Director Designees.

(c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that Svante Kumlin can serve as the post-Closing Chief Executive Officer and President.

7.15  Indemnification of Directors and Officers; Tail Insurance.

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of Purchaser, Company, Pubco, and Merger Sub (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any agreement relating to the exculpation or indemnification of, or advancement of expenses to, any D&O Indemnified Person or any employment or other similar agreement between any D&O Indemnified Person and Purchaser, Company, Pubco, or Merger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Closing, Pubco shall cause the Organizational Documents of Purchaser, Pubco and the Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of Purchaser, Company, Pubco, and Merger Sub to the extent permitted by applicable Law. The provisions of this Section ‎7.15 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

(b) At the Closing, Pubco shall, or shall cause Purchaser (at Pubco’s expense) to, subject to the approval of the Company (which approval shall not be unreasonably withheld, delayed or denied) obtain and fully pay the premium for a “tail” insurance policy naming the directors and officers of Purchaser as direct beneficiaries that provides coverage for up to a six-year period from and after the Closing for events occurring prior to the Closing (the “D&O Tail Insurance”) that is, in the aggregate, not less advantageous to such directors and officers than Purchaser’s existing policy (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives), except that in no event shall Pubco be required to pay an annual premium for such policy in excess of three hundred percent (300%) of the aggregate annualized premium payable by Purchaser for its existing policy. Purchaser shall provide the Company a copy of the D&O Tail Insurance policy and premium cost at least ten (10) Business Days in advance of the Closing Date for review. If obtained, Purchaser shall maintain the D&O Tail Insurance in full force and effect, continue to honor the obligations thereunder and timely pay or caused to be paid all premiums with respect to the D&O Tail Insurance.

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7.16 Use of 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 Pubco or Purchaser from any PIPE Financing shall first be used (i) to pay Purchaser’s accrued Transaction Expenses, (ii) to pay Purchaser’s deferred Transaction Expenses (including cash amounts payable to its underwriter and any legal fees) of the IPO, and (iii) to pay any loans owed by Purchaser to Sponsor for Transaction Expenses (including deferred Transaction Expenses), other administrative costs and expenses incurred by or on behalf of Purchaser and any premiums for the D&O Tail Insurance. Such amounts, as well as any Transaction Expenses that are required or permitted to be paid by delivery of Pubco Securities, will be paid at the Closing. Any remaining cash will be distributed to a Target Company and used for working capital and general corporate purposes.

7.17 Nasdaq Capital Market Listing. Purchaser, the Company and Pubco shall use their respective reasonable best efforts to cause, as promptly as practicable after the date of this Agreement, but in no event later than the Closing Date; (a) Pubco’s initial listing application with the Nasdaq Capital Market in connection with the Transactions to have been approved; (b) Pubco to satisfy all applicable initial and continuing listing requirements of the Nasdaq Capital Market; and (c) the Pubco Ordinary Shares to have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance.

7.18 PIPE Financing. During the Interim Period, each of Purchaser, Pubco and the Company will use their reasonable efforts to minimize the amount of funds in the Trust Account that are redeemed by Public Shareholders in the Redemption. Without limiting anything to the contrary contained herein, during the Interim Period, Pubco and Purchaser shall use their commercially reasonable efforts to enter into and consummate the Subscription Agreements with PIPE Investors relating to a PIPE Financing. Pubco, Purchaser, and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Financing and use their respective commercially reasonable efforts to cause such PIPE Financing to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). None of Purchaser, Pubco, or the Company shall enter into any PIPE Financing arrangement without the consent of the others, such consent not to be unreasonably withheld.

7.19  Company Re-registration. Promptly after the date of this Agreement, the Company shall use its best efforts and take all necessary actions required to complete the Company Re-registration.

7.20 Pubco Name Change. In connection with the adoption of the Pubco A&R Memorandum and Articles, Pubco shall change its name from “ClimateRock Holdings Limited” to “E.E.W. Eco Energy World,” or such other name as mutually agreed by the parties.

ARTICLE VIIICLOSING CONDITIONS

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

(a) RequiredPurchaser Shareholder Approval. Purchaser Shareholder Approval Matters that are submitted to the vote of the shareholders of Purchaser at Purchaser Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of Purchaser at Purchaser Extraordinary General Meeting in accordance with Purchaser’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Purchaser Shareholder Approval”).

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(b) AntitrustLaws. Any waiting period (and any extension thereof) prescribed by the Antitrust Laws of the relevant jurisdiction and applicable to the consummation of this Agreement shall have expired or been terminated.

(c) No AdverseLaw 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 transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the Transactions.

(d) NetTangible Assets Test. Purchaser shall have not received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem Purchaser Class A Ordinary Shares in an amount that would cause Purchaser not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

(e) RegistrationStatement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement and no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending.

(f) NasdaqListing. Upon the Closing, Pubco’s initial listing application with the Nasdaq Capital Market in connection with the Closing shall have been approved and, immediately following the Closing, Pubco shall satisfy any applicable initial and continuing listing requirements of the Nasdaq Capital Market. In addition, Pubco shall not have received any notice of non-compliance therewith, and the Pubco Ordinary Shares, shall have been approved for listing on the Nasdaq Capital Market.

(g) Unconditionality. The Pubco Offer shall have been declared wholly unconditional.

8.2  Conditions to Obligations of the Company. In addition to the conditions specified in Section ‎8.1, the obligations of the Company to consummate the Company Share Transfer and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a) Representationsand Warranties.

(i) Each of the representations and warranties (x) of Purchaser contained in Section ‎4.1 (Organization and Standing), Section ‎4.2 (Authorization and Binding Agreement), Section ‎4.5 (Capitalization), Section ‎4.18 (Finders and Brokers), and Section 4.21 (Trust Account) and (y) of Pubco and Merger Sub contained in Section ‎5.1 (Organization and Standing), Section ‎5.2 (Authorization; Binding Agreement), Section ‎5.5 (Ownership) and Section ‎5.9 (Finders and Brokers), in each case, shall be true and correct in all material respects (without giving any effect to any limitation as to “materiality,” “in all material respects” or “Material Adverse Effect” or any similar limitation set forth therein), in each case as of the Closing as if made anew at and as of such time (except, in each case, to the extent any such representation and warranty expressly relates to an earlier date, and in such case, such representation and warranty shall be true and correct in such manner as of such earlier date).

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(ii) The representations and warranties of Purchaser contained in Section ‎6.8 (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement.

(iii)  Each of the representations and warranties of Purchaser, Pubco, and Merger Sub contained in ‎ARTICLE IV and ‎ARTICLE V of this Agreement other than the representations and warranties of Purchaser described in ‎Section ‎8.2(a)(i) and Section ‎8.2(a)(ii), shall be true and correct (without giving any effect to any limitation as to “materiality,” “in all material respects” or “Material Adverse Effect” or any similar limitation set forth therein but giving effect to the use of the defined term “Purchaser Material Contract”) as of the Closing as if made anew at and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, such representations and warranties shall be true and correct on and as of such earlier date), except, in each case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect.

(b) Agreementsand Covenants. Purchaser 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 PurchaserMaterial Adverse Effect. No Material Adverse Effect shall have occurred with respect to Purchaser since the date of this Agreement which is continuing and uncured.

(d) MinimumCash Condition. Upon the Closing, the Purchaser shall have cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion of the Redemption and the payment of Purchaser’s and the Company’s Transaction Expenses) and taking into account the proceeds from any PIPE Financing, of at least Forty Million U.S. Dollars ($40,000,000).

(e) OfficerCertificate. Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of Purchaser in such capacity, certifying as to the conditions specified in Sections ‎8.2(a), ‎8.2(b), ‎8.2(c) and ‎8.2(d).

8.3 Conditions to Obligations of Purchaser. In addition to the conditions specified in Section ‎8.1, the obligations of Purchaser to consummate the Transactions are subject to the satisfaction or written waiver (by Purchaser) of the following conditions:

(a) Representationsand Warranties.

(i) Each of the representations and warranties (x) of the Company contained in Section ‎6.1 (Organization and Standing), Section ‎6.2 (Authorization; Binding Agreement), Sections ‎‎6.3(a) and ‎(b) (Capitalization) and Section ‎6.26 (Finders and Brokers) (collectively, the “Fundamental Representations”) in each case, shall be true and correct in all material respects (without giving any effect to any limitation as to “materiality,” “in all material respects” or “Material Adverse Effect” or any similar limitation set forth therein), in each case as of the Closing as if made anew at and as of such time (except, in each case, to the extent any such representation and warranty expressly relates to an earlier date, and in such case, such representation and warranty shall be true and correct in such manner as of such earlier date).

(ii) The representations and warranties of the Company contained in Section ‎6.8(a) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement.

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(iii) Each of the representations of the Company contained in ‎ARTICLE VI of this Agreement other than the representations and warranties of the Company described in ‎Section ‎8.3(a)(i) and Section ‎8.3(a)(ii), shall be true and correct (without giving any effect to any limitation as to “materiality,” “in all material respects” or “Material Adverse Effect” or any similar limitation set forth therein but giving effect to the use of the defined term “Company Material Contract”) as of the Closing as if made anew at and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, such representations and warranties shall be true and correct on and as of such earlier date), except, in each case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect.

(b) Agreementsand Covenants. The Company 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 MaterialAdverse Effect. No Material Adverse Effect shall have occurred with respect to the Target Companies taken as a whole since the date of this Agreement which is continuing and uncured.

(d) OfficerCertificate. Purchaser 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 conditions specified in Sections ‎8.3(a), ‎8.3(b) and ‎8.3(c).

(e) Secretary Certificates.

(i) Purchaser shall have received a certificate from the Company, dated as the Closing Date, signed by the Secretary of the Company in such capacity, certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date, (B) the requisite resolutions of its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is or is required to be a party or bound, and the consummation of the Transactions, (C) evidence that the Company Shareholder has consented to the Transactions, and (D) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

(ii) The Company shall have received a certificate from Purchaser dated as the Closing Date, signed by the Secretary of Purchaser in such capacity, certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date, (B) the requisite resolutions of its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is or is required to be a party or bound, and the consummation of the Merger, the Company Share Transfer, and the other transactions contemplated hereby and thereby, (C) evidence that the Required Purchaser Shareholder Approval has been obtained and (D) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which Purchaser is or is required to be a party or otherwise bound.

(f) Re-registration. The Company shall have delivered to Purchaser a certified copy of the certificate of incorporation on re-registration of the Company issued by the United Kingdom Registrar of Companies pursuant to Section 101 of the UK Act following completion of the Company Re-registration.

(g) Takeover Panel. The Company shall have confirmed to Purchaser in writing that it has informed The Panel on Takeovers and Mergers in the United Kingdom (the “Takeover Panel”) of completion of the Company Re-registration*.*

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8.4 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 VIII 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 Company Shareholder) to comply with or perform any of its covenants or obligations set forth in this Agreement.

ARTICLE IXTERMINATION AND EXPENSES

9.1  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 Purchaser and the Company;

(b)  by written notice by Purchaser or the Company if any of the conditions to the Closing set forth in ARTICLE VIII have not been satisfied or waived by the earlier of April 29, 2023, and the then applicable deadline for Purchaser to complete its initial business combination in accordance with its Organizational Documents (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section ‎9.1(a) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, the Pubco or Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Outside Date;

(c)  by written notice by either Purchaser 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, 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 ‎9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a primary cause of, or primarily resulted in, such Order or action by such Governmental Authority;

(d) by written notice by the Company to Purchaser, if (i) there has been a material breach by Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of Purchaser shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section ‎8.2(a) or Section ‎8.2(b) to be satisfied (treating the Closing Date for such purposes as the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Purchaser or (B) the Outside Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section ‎9.1(d) if at such time the Company is in material uncured breach of this Agreement;

(e) by written notice by Purchaser to the Company, if (i) there has been a material breach by the Company of any of its 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 ‎8.3(a) or Section ‎8.3(b) to be satisfied (treating the Closing Date for such purposes as the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the Company or (B) the Outside Date; provided that Purchaser shall not have the right to terminate this Agreement pursuant to this Section ‎9.1(e) if at such time Purchaser is in material uncured breach of this Agreement;

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(f) by written notice by Purchaser to the Company, if there shall have been a Material Adverse Effect on the Target Companies taken as a whole following the date of this Agreement which is uncured for at least ten (10) Business Days after written notice of such Material Adverse Effect is provided by Purchaser to the Company; or

(g) by written notice by either Purchaser or the Company to the other, if Purchaser Extraordinary General Meeting is held (including any adjournment or postponement thereof) and has concluded, Purchaser’s shareholders have duly voted, and the Required Purchaser Shareholder Approval was not obtained; provided, however, that the right to terminate this Agreement pursuant to this Section ‎9.1(g) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a primary cause of, or primarily resulted in, the failure to obtain the Required Purchaser Shareholder Approval.

9.2 Effect of Termination. This Agreement may only be terminated in the circumstances described in Section ‎9.1 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 ‎9.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section ‎9.1, this Agreement shall forthwith become void and no further effect, and there shall be no Liability on the part of any Party or any of their respective Representatives whatsoever, and all rights and obligations of each Party shall cease, except: Sections ‎7.12, ‎7.13, ‎9.3, ‎10.1, ARTICLE XII and this Section ‎9.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any Willful Breach of any covenant under this Agreement or any Fraud claim with respect to any representation or warranty under this Agreement, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section ‎10.1). Without limiting the foregoing, and except as provided in this Section ‎9.2 and Section ‎9.3 (but subject to Section ‎10.1, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section ‎11.7), no party shall be entitled to seek monetary damages 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.

9.3 Fees and Transaction Expenses. Unless otherwise expressly provided herein, all Transaction Expenses shall be paid by the Party incurring such expenses. Notwithstanding the foregoing, all SEC filing fees or printer expenses related to the Registration Statement and any fees relating to antitrust filings shall be borne by Purchaser.

ARTICLE XWAIVER

10.1 Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company hereby represents and warrants that it has read the IPO Prospectus and understands that Purchaser has established the Trust Account containing the proceeds of the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“BusinessCombination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Shareholders if Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes, and (d) to Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its 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 distributions therefrom to Purchaser’s shareholders, or make any claim against the Trust Account (including any distributions therefrom to Purchaser’s shareholders), 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 Purchaser or any of its Representatives, on the one hand, and the Company or any of its 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 “Trust Account Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Trust Account Released Claims that any such Party or any of its Affiliates may have against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Purchaser and its Affiliates to induce Purchaser to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or any amounts contained therein. In the event that the Company or any of its respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section ‎10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

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ARTICLE XIMISCELLANEOUS

11.1 Survival. Representations and warranties of the Parties contained in this Agreement or in any certificate, or instrument delivered by or on behalf of the Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company and Purchaser and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against any of the Parties or their respective Representatives with respect thereto. The covenants and agreements made by the Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

11.2 Notices. Except as otherwise expressly provided herein, any notice, consent, waiver and other communication hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail, with confirmation of receipt, (iii) one (1) 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):

If to Purchaser at or prior to the Closing, to:<br><br> <br><br><br> <br>ClimateRock<br><br>50 Sloane Avenue<br><br> <br>London, SW3 3DD<br><br> <br>United Kingdom<br><br> Attn: Per Regnarsson<br><br> Telephone No.: +44 203 954 0590<br><br> Email: Info@climate-rock.com with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> 1345 Avenue of the Americas, 11th Floor<br><br> New York, New York 10105, USA<br><br> Attn: Barry I. Grossman<br><br> Facsimile No.: (212) 370-7889<br><br> Telephone No.: (212) 370-1300<br><br> Email: bigrossman@egsllp.com
If to the Company, to:<br><br> <br><br><br> <br><br><br> <br><br><br> <br>E.E.W. Eco Energy World PLC<br><br>13 Hanover Square<br><br> <br>London W1S 1HN<br><br> <br>Attn: Mr. Svante Kumlin, CEO<br><br> Telephone No.: [***]<br><br> Email: [***] with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>White & Case LLP<br><br>5 Old Broad Street<br><br> <br>London EC2N 1DW<br><br>Attn: Ross Allardice<br><br> <br>Guy Potel<br><br> <br>Monica Holden<br><br>Telephone No.: +44 20 7532 2038<br><br> <br>Email: ross.allardice@whitecase.com<br><br> <br>guy.potel@whitecase.com<br><br> <br>Mholden@whitecase.com<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>White & Case LLP<br><br> 1221 Avenue of the Americas<br><br> New York, New York 10020<br><br> Attn: James Hu<br><br> Telephone No.: (212) 819-2505<br><br> E-mail: James.Hu@whitecase.com 
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If to Pubco or Merger Sub prior to the Closing, to:<br><br> <br><br><br> <br>ClimateRock Holdings Limited<br><br>50 Sloane Avenue<br><br> <br>London, SW3 3DD<br><br> <br>United Kingdom<br><br> <br>Attn: Per Regnarsson<br><br> <br>Telephone No.: +44 203 954 0590<br><br> <br>Email: Info@climate-rock.com with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> 1345 Avenue of the Americas, 11th Floor<br><br> New York, New York 10105, USA<br><br> Attn: Barry I. Grossman<br><br> Facsimile No.: (212) 370-7889<br><br> Telephone No.: (212) 370-1300<br><br> Email: bigrossman@egsllp.com
If to Pubco, Purchaser or the Company after the Closing, to:<br><br> <br><br><br> <br>E.E.W. Eco Energy World<br><br>13 Hanover Square<br><br> <br>London W1S 1HN<br><br> <br>Attn: Mr. Svante Kumlin, CEO<br><br> Telephone No.: [***]<br><br> Email: [***] with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>White & Case LLP<br><br>5 Old Broad Street<br><br> <br>London EC2N 1DW<br><br>Attn: Ross Allardice<br><br> <br>Guy Potel<br><br> <br>Monica Holden<br><br>Telephone No.: +44 20 7532 2038<br><br> <br>Email: ross.allardice@whitecase.com<br><br> <br>guy.potel@whitecase.com<br><br> <br>Mholden@whitecase.com<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>White & Case LLP<br><br> 1221 Avenue of the Americas<br><br> New York, New York 10020<br><br> Attn: James Hu<br><br> Telephone No.: (212) 819-2505<br><br> E-mail: James.Hu@whitecase.com

11.3  Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of Purchaser, Pubco and the Company 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.

11.4 Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section ‎7.15, 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.

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11.5 Governing Law; Jurisdiction. This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including any counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, including statutes of limitations, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement, any Ancillary Document or the negotiations, execution or performance of this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby, shall be construed in accordance with and governed by the Laws of the State of Delaware, except that the Laws of England and Wales, and the Laws of Cayman Islands solely to the extent required thereby, shall apply to the Pubco Offer, Company Share Transfer, and the Merger, respectively, in each case without giving effect to the conflict of laws principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply. Any claim, action, suit, investigation or proceeding of any kind whatsoever, including any counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby brought by any other party or its successors or assigns shall be brought and determined only in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court. Each Party hereto hereby (a) irrevocably consents and submits to the exclusive jurisdiction of any specified court for itself and with respect to its property, generally and unconditionally, in any such claim, action, suit, proceeding or investigation, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the claim, action, suit, proceeding or investigation shall be heard and determined only in any such court and (d) agrees not to bring any claim, action, suit, proceeding or investigation arising out of and relating to this Agreement or the transactions contemplated hereby in any other court. Each Party hereto agrees not to commence any claim, action, suit, proceeding or investigation relating thereto except in the courts described above in the State of Delaware, other than the actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein, and no Party shall file a motion to dismiss any action filed in the State of Delaware consistent with this Section ‎11.5, on any jurisdiction or venue-related grounds, including the doctrine of forum non conveniens. Each Party hereto irrevocably agrees that venue would be proper in the courts of Delaware described above, and hereby irrevocably waives any objection that any such court is an improper or inconvenient forum for the resolution of any Action. Nothing herein shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, Action, suit, investigation or proceeding brought pursuant to this Section ‎11.5.

11.6 WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ANCILLARY DOCUMENT CONTEMPLATED HEREBY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF SUCH PARTY’S RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) 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.

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11.7 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 would 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 or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, 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.

11.8 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.

11.9 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Purchaser, Pubco and the Company.

11.10 Waiver. Purchaser on behalf of itself and its Affiliates 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. 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.

11.11 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits 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 among the Parties with respect to the subject matter contained herein.

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11.12 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties 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 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 but, if applicable, only if such successors and assigns are permitted by this Agreement, 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 GAAP or IFRS, as the context requires; (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 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) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (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” and “Exhibit” are intended to refer to Sections, Articles, Schedules 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 or shareholders shall include any applicable owners of the equity interests of such Person, in whatever form, including with respect to Purchaser its shareholders under the Cayman Act or DGCL, as then applicable, or its Organizational Documents. 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 Purchaser 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 Purchaser and its Representatives and Purchaser and its Representatives have been given access to the electronic folders containing such information.

11.13 Counterparts. This Agreement and each Ancillary Document may be executed and delivered (including by facsimile 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.

11.14 Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented Purchaser and Sponsor in connection with this Agreement, and has also represented Purchaser and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Pubco, Purchaser or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, Pubco, and Merger Sub, who are or have the right to be represented by independent counsel in connection with the Transactions, 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’s future representation of one or more of Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of Pubco, Merger Sub, Purchaser, 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 Sponsor, Purchaser or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, Sponsor shall be deemed the client 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 Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Pubco or Purchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, Purchaser 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.

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ARTICLE XIIDEFINITIONS

12.1  Certain Definitions. For purposes of this Agreement, capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth below:

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any subpoena (including any formal request for information), inquiry, hearing, proceeding, controversy, or investigation, by or before any Governmental Authority.

“Adjusted ExchangeConsideration” means an amount equal to the sum of (i) the Exchange Consideration, plus (ii) the aggregate amount of the exercise prices for all Company Ordinary Shares under In-the-Money Vested Company Options in accordance with their terms (and assuming no cashless exercise) plus (iii) the aggregate proceeds actually received by the Company following the date hereof and prior to the Closing for issuance of equity securities permitted by clause (w) in the proviso of Section 7.2(b)(ii).

“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, U.N. SDG Support, LLC shall be deemed to be an Affiliate of Purchaser prior to the Closing.

“Ancillary Documents” means the Holder Support Agreement, the New Registration Rights Agreement, the Subscription Agreements, the Confidentiality Agreement, the Pubco A&R Memorandum and Articles, Plan of Merger and other documents to be filed with the Registrar of Companies of the Cayman Islands in respect of the Merger, the Pubco Offer Documents, the Surviving Purchaser Subsidiary A&R Memorandum and Articles, and each other agreement, instrument or document attached hereto as an Exhibit, 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.

“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York or Cayman Islands 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 and Cayman Islands are generally open for use by customers on such day.

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“Cayman Act” means the Companies Act of the Cayman Islands (Revised), as amended.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Company ConfidentialInformation” means all confidential or proprietary documents and information concerning the Target Companies 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 Purchaser 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 the Company or its Representatives to Purchaser or its Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.

“Company ConvertibleLoans” means, collectively, the loans evidenced by (a) that certain convertible loan agreement by and between Company and Anatino Properties Limited dated July 9, 2021, as amended, for a total principal of €7.5 million and (b) that certain convertible loan agreement by and between Company and KRC Capital B.V. dated May 28, 2021, as amended, for a total principal of €2 million.

“Company ConvertibleSecurities” means, collectively, any Company Options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

“Company EquityPlan” means the E.E.W. Eco Energy World Plc 2021 Share Option Plan.

“Company IP License” means any license, sub-license and other agreements or permissions, under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property of a third party, excluding (a) licenses for Open Source Materials, (b) “shrink wrap,” “click wrap,” and “off the shelf” Software licenses and (c) any other agreements relating to any Software or to the provision of Software-enabled services that is/are commercially available to the public generally with license, maintenance, support and other fees of less than $500,000 per year.

“Company Options” means, collectively, all outstanding options to purchase Company Ordinary Shares, whether or not exercisable and whether or not vested, immediately prior to the Effective Time under the Company Equity Plan or otherwise.

“Company OrdinaryShares” shall mean the ordinary shares in issue, par value €0.05 per share, of the Company as of the date of this Agreement.

“Company Re-registration” means the re-registration of the Company as a private company limited by shares, the steps to effect which shall include, but not be limited to (i) preparing a circular to be sent to the shareholders of the Company in respect of the proposed re-registration of the Company as a private company limited by shares, which shall include all information required and / or recommended by the Takeover Panel, (ii) passing a special resolution by the requisite majority of the Company’s shareholders at a properly convened general meeting of the Company to (A) re-register the Company as a private company limited by shares, (B) change the name of the Company to “E.E.W. Eco Energy World Limited” (or such other name as the Company shall nominate) and (C) adopt new articles of association of the Company, (iii) execute and file Form RR02 (Application by a public company for re-registration as a private limited company) with the United Kingdom Registrar of Companies, together with all necessary enclosures and (iv) the Company taking any steps (in its sole and absolute discretion) to address any application by any shareholder(s) of the Company pursuant to section 98 of the UK Act to cancel the special resolution effecting the re-registration of the Company as a private company limited by shares.

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“Company Securities” means, collectively, the Company Ordinary Shares and any other Company Convertible Securities.

“Company SecurityHolders” means, collectively, the holders of Company Securities.

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

“Company ShareholderAcceptance” means the form of acceptance agreement to be used by shareholders to evidence such Company Shareholder’s acceptance of the Pubco Offer.

“Company VDR”means the electronic data room hosted at www.ecoenergyworld.app.box.com, accessible as of 8:00PM, New York Time on October 5, 2022, containing copies of documents and other information relating to the Company made available to Purchaser, a copy of the contents of which is contained on a USB, delivered by the Company to Purchaser on the date of this Agreement.

“ConfidentialityAgreement” means that certain Confidentiality Agreement dated as of May 5, 2022 between Purchaser and the Company.

“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 contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other 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), excluding (a) any Benefit Plan or Company Benefit Plan, (b) licenses for Open Source Materials, (c) “shrink wrap,” “click wrap,” and “off the shelf” Software licenses and (d) any other agreements relating to any Software or to the provision of Software-enabled services that is/are commercially available to the public generally with license, maintenance, support and other fees of less than $500,000 per year.

“Control” of a Person means 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. Without limiting the foregoing a Person (the “ControlledPerson”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

“Copyrights” means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

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“EnvironmentalLaw” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1151 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 111 et seq., Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. (to the extent it relates to exposure to hazardous substances), the Asbestos Hazard Emergency Response Act, 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq., the Oil Pollution Act of 1990 and analogous state acts.

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

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

“Exchange Consideration” means an aggregate value equal to Six Hundred Fifty Million U.S. Dollars ($650,000,000).

“Foreign Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries 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, and which plan is not subject to ERISA or the Code.

“Founder RegistrationRights Agreement” means the Registration Rights Agreement, dated as of April 27, 2022, by and among Purchaser, Sponsor and the other “Investors” named therein.

“Fraud” means with respect to any Party, means an actual and intentional fraud by such Party of the representations and warranties set forth in ‎ARTICLE IV, ‎ARTICLE V, or ‎ARTICLE VI as applicable, or any certificate delivered hereunder, with the intent that another Party rely on such representations and warranties, coupled with such other Party’s detrimental reliance on such representations and warranties under circumstances that constitute common law fraud under the Laws of the State of Delaware. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, constructive fraud, unfair dealings fraud, or any torts based on negligence or recklessness.

“Fully-DilutedCompany Ordinary Shares” means the total number of issued and outstanding Company Ordinary Shares immediately prior to the Effective Time, plus (i) the number of Company Ordinary Shares into which the issued and outstanding In-the-Money Vested Company Options are exercisable as of the Effective Time, plus, (ii) without duplication of clause (i), the additional number of Company Ordinary Shares into which the issued and outstanding In-the-Money Company Options will be exercisable if vested prior to December 31, 2023, (iii) the number of Company Ordinary Shares into which the Company Convertible Securities issued pursuant to the Company Convertible Loans are converted as of the Effective Time, and (iv) the number of shares issued pursuant to clause (w) in the proviso of Section 7.2(b)(ii).

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

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

“Grid ConnectionAgreement” means for a Project, any transmission or distribution connection agreement with the applicable transmission or distribution network operator relating to the provision of grid transmission or distribution services relating to that Project.

“Grid ConnectionApplication” means for a Project, any application submitted to procure a Grid Connection Offer for that Project.

“Grid ConnectionDocuments” means for a Project, the Grid Connection Application (if any), the Grid Connection Offer (if any) and the Grid Connection Agreement (if any) (or any one or combination of them, as the context requires) relating to that Project.

“Grid ConnectionOffer” means for a Project, a contestable and non-contestable offer or non-contestable offer only (as applicable) for electricity connection works relating to that Project from the applicable transmission or distribution network operator to the Project (or other Target Project SPV as applicable) named on the Grid Connection Application for that Project, as varied, supplemented or novated from time to time.

“Hazardous Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance,” “pollutant,” “contaminant,” “hazardous waste,” “regulated substance,” “hazardous chemical,” or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“IFRS” means international financial reporting standards, as adopted 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 trade payables 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 based on the accounting principles used by the applicable 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, (f) all obligations of such Person in respect of banker’s acceptances issued or created, (g) 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, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) 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.

“IntellectualProperty” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet Assets, Software and other intangible rights recognized as protectable intellectual property under the Laws of any country.

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“Internet Assets” means any and all domain name registrations, web sites and related rights and documentation related thereto.

“In-the-MoneyCompany Option” means a Company Option with an exercise price less than the Per Share Price.

“In-the-MoneyVested Company Option” means a vested In-the-Money Company Option.

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

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

“IPO Prospectus” means the final prospectus of Purchaser, dated April 27, 2022, and filed with the SEC on April 29, 2022 (File Nos. 333-263542).

“IRS” means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“Knowledge” means, with respect to (i) the Company, the actual knowledge of the Persons listed on Schedule 1.1(a), after reasonable inquiry or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after reasonable inquiry, or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.

“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, 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, Actions 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 or IFRS (as applicable based on the accounting principles used by the applicable Person) or other applicable accounting standards), including Tax liabilities due and Transaction Expenses.

“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 (whether on voting, sale, transfer, disposition or otherwise), 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.

“Lost CertificateIndemnity” means a letter executed by way of deed by a holder of Company Ordinary Shares informing the Company of a lost share certificate, confirming ownership and title to the Company Ordinary Shares represented by such share certificate, and agreeing irrevocably to indemnify the Company in respect of any loss arising as a result of such lost share certificate, in form and substance reasonably acceptable to the Company and Purchaser.

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“Material AdverseEffect” means, with respect to any specified Person, any fact, event, occurrence, change or effect 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 financial condition of such Person and its Subsidiaries, taken as a whole or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the Transactions or to perform its obligations hereunder or under any Ancillary Documents to which it is a party or bound; provided, however, that any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (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 (including with respect to or as a result of any material worsening of the ongoing COVID-19 pandemic); (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate (including with respect to or as a result of any material worsening of the ongoing COVID-19 pandemic); (iii) changes in GAAP or IFRS (as applicable based on the accounting principles used by the applicable Person) or other applicable accounting principles 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 acts of God, terrorism, war (whether or not declared) or natural disaster; (v) 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); (vi) changes or proposed changes in any Law or other binding directives issued by any Governmental Authority; (vii) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority; and (viii) with respect to Purchaser, the consummation and effects of the Redemption; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur solely 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 in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to Purchaser, the amount of the Redemption or the failure to obtain the Required Purchaser Shareholder Approval shall not be deemed to be a Material Adverse Effect on or with respect to Purchaser.

“Merger Sub OrdinaryShares” means the ordinary shares, par value $0.01 per share, of Merger Sub.

“Nasdaq” means the Nasdaq Capital Market.

“Non-U.S. Plan” means any Company Benefit Plan maintained, sponsored or contributed to (or required to be contributed to) by a Target Company for the benefit of employees or terminated employees primarily working or engaged in a jurisdiction other than the United States, other than any agreement, arrangement, plan, policy or program maintained by or required to be maintained by a Governmental Authority.

“Open Source Materials” means Software or other material that is distributed as “free software,” “open source software” or under similar licensing or distribution terms—including (a) the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Affero General Public License (AGPL), Mozilla Public License (MPL), Server Side Public License (SSPL), Redis Source Available License Agreement, European Union Public License (EUPL), BSD licenses, Artistic License, Netscape Public License, Sun Community Source License (SCSL), Sun Industry Standards License (SISL), Apache License, any “sharealike” Creative Commons licenses (such as CC-BY-SA 4.0), (b) any license that includes the Commons Clause and (c) any license that is approved by, or substantially similar to a license approved by, the Open Source Initiative (www.opensource.org/licenses).

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

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“OrganizationalDocuments” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Patents” means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions or reissues thereof, whether or not patents are granted or 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).

“Per Share Price” means an amount equal to (i) the Adjusted Exchange Consideration, divided by (ii) the Fully-Diluted Company Ordinary Shares.

“Permits” means all federal, state, local or foreign permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications or registrations of any Governmental Authority.

“Permitted Liens” means (a) 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 adequate reserves have been established (in the case of Purchaser, in accordance with GAAP) with respect thereto, (b) 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, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (e) Liens arising under this Agreement or any Ancillary Document.

“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 Data” means any data or information that is defined as “personal data,” “personally identifiable information,” “personal information,” “protected health information” or similar term under any applicable Privacy Laws.

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

“Power PurchaseAgreement” means a contract for difference or power purchase agreement to be entered into in respect of a Project between a Target Project SPV or any Affiliate thereof and: (i) a licensed supplier, off-taker or trading service provider; or (ii) a major domestic or international corporation, in each case, in respect of the physical or virtual sale and purchase of the renewable electrical output and/or renewable energy guarantees of origin generated by that Project and/or such other products or environmental attributes associated with the electrical output of that Project.

“Privacy Laws” means all applicable Laws relating to privacy and protection of Personal Data, including the General Data Protection Regulation, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); the Health Information Technology for Economic and Clinical Health Act, the California Consumer Privacy Act, the Privacy Act 1988 (Commonwealth of Australia) and the Privacy and Data Protection Act 2014 (Victoria, Australia), in each case to the extent applicable to a Target Company.

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“Privacy Policies” means all written policies and notices published from time to time by a Target Company, regarding the processing or security of Personal Data.

“Project Documents” means for each Project, the Property Agreements (if any) and the Grid Connection Documents (if any).

“Projects” means those solar photovoltaic projects being developed by the Target Companies, as are described in the Company VDR.

“Property” means for a Project, the property or site on which that Project is planned to be constructed and operated

“Property Agreements” means for a Project, any agreement, exclusivity agreement, option, license, lease or heads of terms or letter of intent (if any) entered into by any Target Project SPV in relation to the Property for that Project.

“Pubco Memorandumand Articles of Association” means the Memorandum and Articles of Association of Pubco.

“Pubco Offer Documents” means the Exchange Offer Prospectus and the Company Shareholder Acceptance.

“Pubco OrdinaryShares” means the ordinary shares of Pubco par value $0.0001 per share.

“Pubco PrivateWarrant” means one whole warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase price of $11.50 per full share.

“Pubco PublicWarrant” means one whole warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase price of $11.50 per full share.

“Pubco Securities” means the Pubco Ordinary Shares, and the Pubco Warrants, collectively.

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

“Purchaser ClassA Ordinary Shares” means the Class A ordinary share, par value $0.0001 per share, of Purchaser.

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

“Purchaser ConfidentialInformation” means all confidential or proprietary documents and information concerning Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company or any of its respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by Purchaser or its Representatives to the Company or any of its respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information.

“Purchaser Memorandumand Articles” means the amended and restated memorandum and articles of association of Purchaser, as amended and in effect under the Cayman Act; provided that references herein to the Purchaser Memorandum and Articles for periods after the Merger includes the Surviving Purchaser Subsidiary A&R Memorandum and Articles.

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“Purchaser OrdinaryShares” means Purchaser Class A Ordinary Shares and Purchaser Class B Ordinary Shares, collectively.

“Purchaser PreferenceShares” means the preference shares, par value $0.0001 per share, of Purchaser.

“Purchaser PrivateWarrant” means one private placement warrant that was issued to Sponsor at the time of the consummation of the IPO, entitling the holder thereof to purchase one (1) Purchaser Class A Ordinary Share at a purchase price of $11.50 per share.

“Purchaser PublicUnits” means the units issued in the IPO (including overallotment units acquired by Purchaser’s underwriter) consisting of one (1) Purchaser Class A Ordinary Share, one (1) right that entitles the holder thereof to receive one-tenth (1/10) of one Purchaser Class A Ordinary Share, and one-half of one redeemable Purchaser Public Warrant.

“Purchaser PublicWarrant” means one (1) warrant that was issued at the time of the consummation of the IPO, entitling the holder thereof to purchase one (1) Purchaser Class A Ordinary Share at a purchase price of $11.50 per share.

“Purchaser Right” means one right that was included as part of each Purchaser Public Unit entitling the holder thereof to receive one-tenth (1/10th) of a Purchaser Class A Ordinary Share upon the consummation by Purchaser of its Business Combination.

“Purchaser Securities” means Purchaser Public Units, Purchaser Ordinary Shares, Purchaser Preference Shares, Purchaser Rights, and Purchaser Warrants, collectively.

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

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

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

“Remedial Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with Environmental Laws.

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

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

“Securities Act” means the Securities Act of 1933, as amended.

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

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

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“Sponsor” means U.N. SDG Support, LLC, a Delaware limited liability company, in its capacity as sponsor of Purchaser.

“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 of stock 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.

“Target Companies” means, collectively, the Company and its direct and indirect Subsidiaries.

“Target ProjectSPV” means each Target Company which acts as a special purpose vehicle for a Project.

“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.

“Taxes” means (a) all direct or indirect U.S. federal, state, local, non-U.S. and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, and (b) any liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law.

“Taxing Authority” shall mean any U.S. federal, state, provincial, municipal, local or non-U.S., authority, service, body or official competent to assess, collect or impose a liability for Taxes.

“Trade Secrets” means (a) any trade secrets, (b) confidential business information, and (c) concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions and improvements that are subject to trade secret protection, know-how protection or protection of confidential information under the Laws of any jurisdiction.

“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.

“Transaction Expenses” means, with regard to a Party, all fees and expenses of any of such Party incurred or payable as of the Closing and not paid prior to the Closing (i) (x) in the case of the Company, in connection with the consummation of the transactions contemplated hereby, and (y) in the case of the Purchaser, Pubco, or Merger Sub in connection with the consummation of the transactions contemplated hereby, the Purchaser’s initial public offering or their respective operations, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of such Party, (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to be made to any current or former employee, independent contractor, director or officer of any Target Company at or after the Closing pursuant to any agreement to which any Target Company is a party prior to the Closing which become payable (including if subject to continued employment) as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, and (iii) any sales, use, real property transfer, stamp, stock transfer, documentary, excise, recording, registration, value-added or other similar transfer Taxes imposed on Purchaser, Pubco, Merger Sub or any Target Company or otherwise imposed in connection with the Transactions.

“Transactions” shall mean the transactions contemplated by or pursuant to this Agreement or the Ancillary Documents, including the Merger and Company Share Transfer.

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“Trust Account” means the trust account established by Purchaser 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 27, 2022, as it may be amended, by and between Purchaser and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

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

“UK Act” means the Companies Act 2006 (c 46), as amended.

“Willful Breach” means an intentional and willful breach, or an intentional and willful failure to perform, in each case that is the consequence of an act or omission by a Party with the knowledge that the taking of such act or failure to take such act would cause an actual breach of this Agreement.

12.2 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:

Term Section
Acquisition Proposal ‎7.6(a)
Agreement Preamble
Alternative Transaction ‎7.6(a)
Antitrust Laws ‎7.9(b)
Audited Company Financials ‎6.7(a)
Business Combination ‎10.1
Closing ‎3.1
Closing Date ‎3.1
Closing Filing ‎7.12(b)
Closing Press Release ‎7.12(b)
Company Preamble
Company Benefit Plan ‎6.19(a)
Company Certificates ‎2.5(a)
Company Disclosure Schedules Article ‎VI
Company Financials ‎6.7(a)
Company IP ‎6.13(a)
Company Material Contract ‎6.12(a)
Company Ordinary Shares ‎6.3(a)
Company Permits ‎6.10
Company Real Property Leases ‎6.15
Company Registered IP ‎6.13(a)
Company Share Transfer Recital ‎E
Company Ordinary Shares ‎6.3(a)
D&O Indemnified Persons ‎7.15(a)
D&O Tail Insurance ‎7.15(b)
DGCL ‎1.1
Effective Time ‎1.2
Enforceability Exceptions ‎4.2
Environmental Permits ‎6.20(a)
Expenses ‎9.3
Exchange Offer Prospectus 7.11(a)
Federal Securities Laws ‎7.7
Fundamental Representations 8.3(a)
Interim Balance Sheet Date ‎6.7(a) 
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Interim Period ‎7.1
Interim Period Financials ‎7.4(b)
Letter of Transmittal ‎2.5(a)
Merger Recital ‎E
Merger Recital ‎E
Merger Sub Preamble
OFAC ‎4.19(c)
Outside Date ‎9.1(a)
Party(ies) Preamble
PIPE Financing Recital ‎H
PIPE Investor Recital ‎H
PIPE Shares Recital ‎H
Plan of Merger ‎1.2
Post-Closing Pubco Board ‎7.14(a)
Proxy Statement ‎7.11(a)
Pubco Preamble
Pubco A&R Memorandum and Articles Recital ‎K
Pubco Offer Recital ‎E
Pubco Option ‎2.3
Public Certifications ‎4.6(a)
Public Shareholders ‎10.1
Purchaser Preamble
Purchaser Certificate of Merger ‎1.2
Purchaser Disclosure Schedules Article ‎IV
Purchaser Extraordinary General Meeting ‎7.11(a)
Purchaser Financials ‎4.6(c)
Purchaser Material Contract ‎4.14(a)
Purchaser Shareholder Approval Matters ‎7.11(a)
Redemption ‎2.1
Registrar ‎2.5(a)
Registration Statement ‎7.11(a)
Related Person ‎7.11(a)
Required Purchaser Shareholder Approval ‎8.1(a)
SEC Reports 4.6(a)
Signing Filing ‎7.12(b)
Signing Press Release ‎7.12(b)
Subscription Agreements Recital ‎H
Surviving Company Subsidiary ‎2.1
Takeover Panel ‎8.3(g)
Top Customers ‎1.1
Transmittal Documents ‎2.5(b)
Trust Account Released Claims 10.1
UK Takeover Code ‎6.29
Unconditional Date Recital ‎I
Holder Support Agreement Recital ‎G

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IN WITNESS WHEREOF, each Party hereto has caused this Business Combination Agreement to be signed and delivered as of the date first written above.

Purchaser:
CLIMATEROCK
By: /s/ Per Regnarsson
Name: Per Regnarsson
Title: Chief Executive Officer
Pubco:
CLIMATEROCK HOLDINGS LIMITED
By: /s/ Per Regnarsson
Name: Per Regnarsson
Title: Director
Merger Sub:
CLIMATEROCK MERGER SUB LIMITED
By: /s/ Per Regnarsson
Name: Per Regnarsson
Title: Director
The Company:
E.E.W. ECO ENERGY WORLD PLC
By: /s/ Svante Kumlin
Name: Svante Kumlin
Title: Director

Signature Page toBusiness Combination Agreement

Exhibit10.1

Certainidentified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***]indicates that information has been redacted.

HOLDER SUPPORT AGREEMENT

This Holder Support Agreement (this “Agreement”) is made as of October 6, 2022 by and among (i) CLIMATEROCK, a Cayman Islands exempted company **(**the “Purchaser”), (ii) E.E.W. ECO ENERGY WORLD PLC, a company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Purchaser. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

WHEREAS, on or about the date hereof, the Purchaser, the Company, ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“MergerSub*”*), have entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which (a) Purchaser will merge with and into Merger Sub, with Purchaser continuing as the surviving entity (the “Merger”), as a result of which (i) Purchaser shall become a wholly owned subsidiary of Pubco, and (ii) each issued and outstanding security of Purchaser immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent Pubco Security, and (b) (i) each Company Ordinary Share shall be transferred to Pubco in consideration for the issue and allotment of a substantially equivalent Pubco Security (the “Company Share Transfer”) and (ii) Pubco shall assume the Company’s outstanding vested options to purchase Company Ordinary Shares and all such options to purchase Company Ordinary Shares shall become options to purchase Pubco Ordinary Shares, all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Cayman Act;

WHEREAS, the Board of Directors of the Purchaser has (a) approved and declared advisable the Business Combination Agreement, the Ancillary Documents, the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”), (b) determined that the Transactions are fair to and in the best interests of the Purchaser and its stockholders (the “PurchaserShareholders”) and (c) recommended the approval and the adoption by each of the Purchaser Shareholders of the Business Combination Agreement, the Ancillary Documents, the Merger and the other Transactions;

WHEREAS, Holder is currently the record owner of 1,968,750 Purchaser Class B Ordinary Shares (the “Holder Shares”) and 3,762,500 privately issued warrants of Purchaser entitling the Holder to purchase one (1) Purchaser Class A Ordinary Share at a price of $11.50 per Purchaser Class A Ordinary Share (the “Holder Warrants” and, together with the Holder Shares and any additional Purchaser Class A Ordinary Shares, Holder Shares or any securities in the Purchaser (or any securities convertible into or exercisable or exchangeable for Purchaser Class A Ordinary Shares, Holder Shares or any securities in the Purchaser) in which the Holder acquires record or beneficial ownership after the date hereof, including as a result of the Transaction, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Shares”); and

WHEREAS, as a condition to the willingness of the Company to enter into the Business Combination Agreement, and as an inducement and in consideration therefor, and the expenses and efforts to be undertaken by the Purchaser and the Company to consummate the Transactions, the Purchaser, the Company and Holder desire to enter into this Agreement, pursuant to which, the parties hereto agreed to certain matters as set forth herein.

NOW,THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant to Vote in Favor of Transactions. Holder hereby agrees, with respect to all of the Shares, that during the period commencing on the date hereof and ending on the earliest of (x) the Effective Time, and (y) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.1 thereof (the “Voting Period”):

(a) at each meeting of the Purchaser Shareholders or any class or series thereof, and in each written consent or resolutions of any of the Purchaser Shareholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in favor of, and adopt, the Merger, the Business Combination Agreement, the Ancillary Documents, any amendments to the Purchaser’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set forth in the Business Combination Agreement, and (iii) to vote the Shares in opposition to: (A) any Acquisition Proposal, (B) any Alternative Transaction, and (C) any other action, proposal, or agreement that would reasonably be expected, to (x) prevent, impede, interfere with, frustrate, delay or adversely affect in any material respect the Transactions, (y) result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled, or (z) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Purchaser;

(b) to execute and deliver all related documentation and take such other action in support of the Merger, the Business Combination Agreement, any Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or the Purchaser in order to carry out the terms and provision of this Section 1, including, without limitation, (i) any actions by written consent of the Purchaser Shareholders presented to Holder with respect to the matters in Section 1(a), and (ii) any applicable Ancillary Documents, and any consent, waiver, governmental filing, and any similar or related documents;

(c) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder or his/her/its Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the Company and the Purchaser in connection with the Business Combination Agreement, the Ancillary Documents and any of the Transactions; and

(d) except as contemplated by the Business Combination Agreement or the Ancillary Documents, make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Purchaser capital stock in connection with any vote or other action with respect to the Transactions, other than to recommend that stockholders of the Purchaser vote in favor of adoption of the Business Combination Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Business Combination Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement).

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2. O****ther Covenants.

(a) No Transfers; Lock-Up Period.

(i) Holder agrees that during the Voting Period and for a period of one hundred and eighty (180) days thereafter (the “Lock-UpPeriod”), it and any Lock-Up Permitted Transferee (as defined below) shall not, and shall cause its Affiliates not to, without the Company’s prior written consent, directly or indirectly, do any of the following (the following constituting the “Lock-up” (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by gift, by testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), or assignment of, offer to sell, contract or agreement to sell, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any or all of the Shares (each, a “Transfer”); (B) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxies or powers of attorney with respect thereto that is inconsistent with this Agreement; (C) enter into any contract, option or other arrangement or undertaking requiring the direct or indirect acquisition or sale, assignment, transfer or other disposition of any of the Shares; (D) engage in any hedging or other similar transaction with respect to the Covered Shares; (E) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (F) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Company that Holder shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees that it shall not effect any such Transfer.

(ii) Section 2(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or trust for the benefit of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder, or (iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other similar Applicable Law (each a “Lock-Up Permitted Transferee”); provided, and solely to the extent, that such Lock-Up Permitted Transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement. During the term of this Agreement, the Purchaser will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, this Section 2(a)(ii). Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that (x) any Shares distributed or otherwise Transferred by the Holder to an Independent Director, and (y) up to $1.6 million in Shares Transferred immediately after the Closing, if the proceeds from such Transfer are used solely for the purpose of satisfying, in whole or in part, the fees set forth in the contracts listed on Exhibit A hereto and due from Holder, shall not be subject to the Lock-Up under Section 2(a). For the purposes of this Agreement, the term “Independent Director” shall mean members of the board of directors of the Purchaser other than Per Regnarsson and Charles Ratelband, its Executive Chairman and Chief Executive Officer, respectively.

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(b) Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Purchaser by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. Holder agrees during the Voting Period to notify the Purchaser and the Company promptly in writing of the number and type of any additional Shares acquired by Holder, if any, after the date hereof.

(c) Registration Statement. During the Voting Period, Holder agrees to provide to the Purchaser, the Company and their respective Representatives any information regarding Holder or the Shares that is reasonably requested by the Purchaser, the Company or their respective Representatives for inclusion in the Registration Statement.

(d) Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions without the prior written approval of the Company and the Purchaser. Holder hereby authorizes the Company and the Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any other Ancillary Documents.

(e) Waiver of Anti-Dilution Protections. The Holder hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (i) agrees that pursuant to Section 1.6(b) of the Business Combination Agreement, each Purchaser Class B Ordinary Share issued and outstanding prior to the Effective Time shall be converted automatically into one (1) Pubco Ordinary Share (the “PurchaserMerger Consideration”), and (ii) waives any adjustment to the Purchaser Merger Consideration pursuant to the Conversion Ratio (as such term is defined in the Purchaser’s Amended and Restated Memorandum of Association) to which it would otherwise be entitled pursuant to Article 35 of Purchaser’s Amended and Restated Memorandum of Association and any other anti-dilution protections with respect to the Purchaser Merger Consideration resulting from the transactions contemplated by the Business Combination Agreement (including the issuance of Pubco Ordinary Shares or any other securities of Pubco in connection with such transactions) such that any Pubco Ordinary Shares, Purchaser Class A Ordinary Shares or any other securities of the Pubco or Purchaser issued pursuant to any of the foregoing are excluded from the determination of the number of shares of the Pubco Ordinary Shares issuable upon payment of the Purchaser Merger Consideration in connection with the transactions contemplated by the Business Combination Agreement. The Holder further agrees not to redeem any Shares and not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, the Company, any Affiliate or designee of the Holder acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Holder Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby.

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3.            Representations and Warranties of Holder. Holder hereby represents and warrants to the Purchaser and the Company as follows:

(a) Binding Agreement. Holder is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by Holder.

(b) Ownership of Shares. As of the date hereof, Holder is the sole and beneficial owner (as defined in the Securities Act) of the Shares, has the sole power to vote or cause to be voted such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the Shares set forth under Holder’s name on the signature page hereto and the Holder’s Purchaser Private Warrants, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Purchaser, (ii) securities of the Purchaser having the right to vote on any matters on which the holders of equity securities of the Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities of the Purchaser or (iii) options, warrants or other rights to acquire from the Purchaser any equity securities or securities convertible into or exchangeable for equity securities of the Purchaser.

(c) No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability to perform its obligations under this Agreement in any material respect.

(d) No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser and the Company hereby acknowledge that the Shares are subject to certain transfer restrictions and voting obligations (consistent with the obligations under this Agreement) under that certain letter agreement, dated April 27, 2022 (as amended from time to time, the “InsiderLetter”), between the Holder and the Purchaser.

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(e) Non Reliance. The Holder, on its own behalf and on behalf of its Affiliates and its and such Affiliates’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives (together, the “Representatives”), acknowledges, represents, warrants and agrees that he, she or it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the Transactions as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

(f) Purchaser Expenses. The Indebtedness and other Liabilities of Purchaser, Pubco, or Merger Sub (including in respect of deferred underwriting commissions and costs and expenses incurred in respect with other prospective Business Combinations and of Purchaser’s initial public offering) do not exceed, in the aggregate, the amount set forth in Schedule ‎4.5(d) of Purchaser Disclosure Schedules. To Holder’s knowledge, no Indebtedness of Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser or (iii) the ability of Purchaser to grant any Lien on its properties or assets.

4.             Confidentiality. Holder hereby agrees that during the Voting Period, and, in the event that the Business Combination Agreement is terminated in accordance with Article IX thereof, for a period of one (1) year after such termination, it shall, and shall cause its Representatives and Affiliates to: (i) treat and hold in strict confidence any Company Confidential Information, and not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement, the Business Combination Agreement, or any other Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its 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 Holder or any of its Representatives, during the Voting Period or, in the event that this Agreement is terminated in accordance with Article IX, for a period of one (1) year 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 4 and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 4, 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 the Business Combination Agreement is terminated and the transactions contemplated thereby are not consummated, Holder shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at Holder’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; provided, that Holder and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; provided, further that any Company Confidential Information that is not returned or destroyed, including any oral Company Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, Holder and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.

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5.            Miscellaneous.

(a) Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and be void ab initio upon the earliest to occur of (i) the mutual written consent of the Purchaser, the Company and Holder and (ii) without any notice or other action by any party hereto, the termination of the Business Combination Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 5(a) shall survive the termination of this Agreement.

(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of the Purchaser and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio.

(c) Third Parties. 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.

(d) Governing Law; Jurisdiction. This Agreement, shall be construed in accordance with and governed by the Laws of the State of Delaware, without giving effect to the conflict of laws principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply. Any claim, action, suit, investigation or proceeding of any kind whatsoever, including any counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby brought by any other party or its successors or assigns shall be brought and determined only in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court. Each Party hereto hereby (a) irrevocably consents and submits to the exclusive jurisdiction of any Specified Court for itself and with respect to its property, generally and unconditionally, in any such claim, action, suit, proceeding or investigation, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the claim, action, suit, proceeding or investigation shall be heard and determined only in any such court and (d) agrees not to bring any claim, action, suit, proceeding or investigation arising out of and relating to this Agreement or the transactions contemplated hereby in any other court. Each Party hereto agrees not to commence any claim, action, suit, proceeding or investigation relating thereto except in the courts described above in the State of Delaware, other than the actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein, and no Party shall file a motion to dismiss any action filed in the State of Delaware consistent with this Section 5(d), on any jurisdiction or venue-related grounds, including the doctrine of forum non conveniens. Each Party hereto irrevocably agrees that venue would be proper in the courts of Delaware described above, and hereby irrevocably waives any objection that any such court is an improper or inconvenient forum for the resolution of any Action. Nothing herein shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, Action, suit, investigation or proceeding brought pursuant to this Section 5(d).

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(e) 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. EACH PARTY HERETO (i) 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 (ii) 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 5(e).

(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this 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”; (iii) 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; and (iv) the term “or” means “and/or”. 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.

(g) Capacity as a Shareholder. Holder signs this Agreement solely in Holder’s capacity as a stockholder of the Purchaser, and not in Holder’s capacity as a director, officer or employee of the Purchaser. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of the Purchaser in the exercise of his or her fiduciary duties as a director or officer of the Purchaser or prevent or be construed to create any obligation on the part of any director or officer of the Purchaser from taking any action in his or her capacity as such director or officer.

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(h) 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 affirmative 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):

If to the Purchaser to: with a copy (which will not constitute notice) to:
ClimateRock<br><br> <br>50<br> Sloane Avenue<br><br> <br>London,<br> SW3 3DD<br><br> <br>United<br> Kingdom<br><br> <br>Attn:<br> Per Regnarsson<br><br> <br>Telephone<br> No.: +44 203 954 0590<br><br> Email: Info@climate-rock.com Ellenoff<br> Grossman & Schole LLP<br><br> 1345 Avenue of the Americas, 11th Floor<br><br> New York, New York 10105<br><br> Attn: Barry I. Grossman, Esq.<br><br> Facsimile No.: (212) 370-7889<br><br> Telephone No.: (212) 370-1300<br><br> Email: bigrossman@egsllp.com
If to the Company, to:<br><br> <br><br><br> <br>E.E.W.<br> Eco Energy World PLC<br><br> <br>13<br> Hanover Square<br><br> <br>London<br> W1S 1HN<br><br> <br>Attn:<br> Mr. Svante Kumlin, CEO<br><br> Telephone No.: [***]<br><br> Email: [***] with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>White<br> & Case LLP<br><br> <br>5<br> Old Broad Street<br><br> <br>London<br> EC2N 1DW<br><br> <br>Attn:<br> Ross Allardice<br><br> <br>Guy<br> Potel<br><br> <br>Monica<br> Holden, Esq.<br><br> <br>Telephone<br> No.: +44 20 7532 2038<br><br> <br>Email:<br> ross.allardice@whitecase.com<br><br> <br>guy.potel@whitecase.com<br><br> <br>Mholden@whitecase.com<br><br> <br><br><br> <br>White<br> & Case LLP<br><br> <br>1221<br> Avenue of the Americas<br><br> <br>New<br> York, New York 10020<br><br> <br>Attn:<br> James Hu<br><br> <br>Telephone<br> No.: (212) 819-2505<br><br> <br>E-mail:<br> James.Hu@whitecase.com
If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute<br> notice) to, if not the party sending the notice, each of the Company and the Purchaser (and each of their copies for notices hereunder).

(i) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Purchaser, the Company and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

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(j) 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.

(k) Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the Company and the Purchaser will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company and the Purchaser shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, 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.

(l) Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.

(m) No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, the Company and the Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Purchaser shareholders entering into voting agreements with the Company or the Purchaser. Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company or the Purchaser any direct or indirect ownership or incidence of ownership of or with respect to any Shares.

(n) Further Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

(o) Entire Agreement. This Agreement (together with the Business Combination Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document or the Insider Letter. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Purchaser or the Company or any of the obligations of Holder under any other agreement between Holder and the Purchaser or the Company or any certificate or instrument executed by Holder in favor of the Purchaser or the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser or the Company or any of the obligations of Holder under this Agreement.

(p) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainderof Page Intentionally Left Blank; Signature Page Follows]

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INWITNESS WHEREOF, the parties have executed this Holder Support Agreement as of the date first written above.

The Purchaser:
CLIMATEROCK
By: /s/ Per Regnarsson
Name: Per Regnarsson
Title: Chief Executive Officer
The Company:
E.E.W. ECO ENERGY WORLD PLC
By: /s/ Svante<br>Kumlin
Name: Svante Kumlin
Title: Director
Holder:
--- ---
Name of Holder: U.N. SDG Support,<br> LLC
By: /s/ Charles Ratelband V
Name: Charles Ratelband V
Title: Managing Member
Address<br> for Notice:
Address:
Facsimile No.:
Telephone No.:
Email:

Exhibit 10.2

Certain identified information has beenexcluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information hasbeen redacted.

Shareholder Commitment

To: The Directors of ClimateRock Holdings Limited

Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay, Grand Cayman,

KY1-9009, Cayman Islands

6 October 2022

Proposed acquisition by ClimateRock Holdings Limited (the “Bidder”) of E.E.W. Eco Energy World Plc (the “Target”) and related re-registration of the Target

1. Proposed Acquisition
1.1 In this undertaking all references to the “Acquisition” shall mean the proposed acquisition<br>by the Bidder, or any of its group undertakings, of the entire issued and to be issued share capital of the Target and any outstanding<br>options in the Target:
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(a) to be effected by way of a takeover offer (the “Offer”) within the meaning of section<br>974 of the Companies Act 2006 (the “CA 2006”);
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(b) to be effected as part of a de-SPAC process pursuant to which the Bidder and the Target, among others,<br>intend to enter into a business combination agreement (the “BCA”) whereby Climaterock Merger Sub Limited will merge<br>with and into ClimateRock, with ClimateRock continuing as the surviving entity, as a result of which ClimateRock shall become a wholly-owned<br>subsidiary of the Bidder prior to the proposed acquisition by the Bidder (or any of its group undertakings) of the entire issued and to<br>be issued share capital of the Target pursuant to the Offer and any outstanding options in the Target (in consideration for the issue<br>and allotment of a substantially equivalent security in the Bidder), and
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(c) made by or on behalf of the Bidder substantially on the terms and conditions set out in Article II of<br>the BCA, subject to:
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(i) any inclusion of any alternative or additional terms and conditions as may be required to comply with<br>the requirements of any applicable law or regulation, and/or any non-material modifications agreed to by the Bidder and the Target:
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(ii) the re-registration of the Target from a public limited company to a private limited company in accordance<br>with the CA 2006 (the “Re-registration”); and
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(iii) each of the conditions to Closing (as defined in the BCA) set out in Article VIII of the BCA having been<br>waived or satisfied in accordance with the terms of the BCA save for any condition relating to the conditions of the Offer having been<br>waived or satisfied.
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1.2 Certain terms used in this undertaking are defined in Clause 14 below.
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2. Undertakings
--- ---

Subject to signing of the BCA within five Business Days of this undertaking (or such later time and date as the Bidder and the Target shall agree), I irrevocably and unconditionally undertake, confirm, represent and warrant to the Bidder on the terms set out in Clauses 3 to 13 (inclusive) of this undertaking.

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3. Ownership and Capacity
3.1 Schedule 1 to this undertaking contains true, complete and accurate details of all Target securities in<br>which I am interested (“Relevant Securities” having the meaning set out in clause 15.1(e) below and “interest”<br>having the meaning set out in Clause 15.1(f)).
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3.2 I do not have an interest in any other shares or securities of the Target or its subsidiary undertakings<br>(or rights to subscribe, purchase or otherwise acquire such shares or securities) other than those set out in Schedule 1 and as described<br>in Clause 15.1(f)).
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3.3 I am the beneficial owner of, or am otherwise able to control the exercise of all rights attaching to,<br>including voting rights and the ability to procure the transfer of, the Relevant Securities. Unless otherwise specified, I am also the<br>registered holder of all the Relevant Securities.
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3.4 I am able to transfer the Relevant Securities free from all liens, charges, options, equities, encumbrances,<br>rights of pre-emption or other third party rights and interests of any nature and together with all rights now or hereafter attaching<br>thereto, including the right to all dividends and other distributions (if any) declared, made or paid hereafter subject to the matters<br>referred to in the Announcement.
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3.5 I am able, and have full power and authority to enter into this undertaking and to perform all of my obligations<br>under it in accordance with their terms and to accept the Offer in respect of the Relevant Securities.
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4. Voting in favour of the Re-registration
--- ---
4.1 I irrevocably undertake to exercise, or to cause the registered holder to exercise, all voting rights<br>attaching to the Relevant Securities at any general meeting of the Target (or at any adjournment of any such meeting) (the “GM”),<br>in favour of:
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(a) the Re-registration; and
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(b) the adoption of new articles of association pursuant to which any Relevant Securities issued following<br>the Unconditional Date (as defined in the BCA) will be automatically sold and transferred to the Bidder on the terms and conditions set<br>out in the BCA,
--- ---

including any resolutions (whether or not amended and whether put on a show of hands or a poll) necessary or desirable to give effect to the Re-registration and the adoption the new articles of association (the “Resolutions”) as set out in the notices of meeting in the circular to be sent to shareholders of the Target containing an explanation of the Re-registration in the Agreed Form (the “Re-registrationCircular”) and against any proposal to adjourn the GM or to amend the Re-registration Circular or which is likely to impede or frustrate the Re-registration in any way or prevent the Re-registration from becoming effective.

4.2 Without prejudice to Clause 4.1, I shall after the posting of the Re-registration Circular to the Target’s<br>shareholders, and without prejudice to my right to attend and vote in person at the GM:
(a) return, or procure the return of, executed copies of the forms of proxy enclosed with the Re-registration<br>Circular, (completed, signed and voting in favour of the Re-registration and the Resolutions and, if required by the Bidder, appointing<br>any person nominated by the Bidder to attend and vote at the GM should I or a proxy appointed by me not attend and vote in favour of the<br>Re-registration and the Resolutions at the GM), in accordance with the instructions printed on the forms of proxy, as soon as possible<br>and in any event within 24 hours after the date of posting of the Re-registration Circular; and
--- ---
(b) not revoke or withdraw the forms of proxy once they have been returned in accordance with Clause 4.2(a).
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4.3 In the event that I acquire any interest in Relevant Securities after the date of this undertaking, the<br>obligations in Clauses 4.1 to 4.2 shall apply in relation to those securities.
5. Acceptance of Offer
--- ---
5.1 I irrevocably undertake to accept, or cause the registered holder to accept, the Offer, when made, in<br>respect of all the Relevant Securities. I understand that this undertaking will be terminated only upon the occurrence of any of the events<br>set out in Clause 11 of this undertaking.
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5.2 I agree that I will fulfil the undertaking set out in Clause 5.1 above as soon as possible and in<br>any event by no later than 24 hours after despatch to Target shareholders of the formal document containing the Offer in the Agreed Form<br>(the “Offer Document”) by forwarding or procuring the forwarding of a form of acceptance and all relevant share certificates<br>and other documents of title in respect of all of the Relevant Securities or a form of indemnity acceptable to the board of directors<br>of the Target in respect of any lost certificates or other documents of title.
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5.3 In the event that I acquire any interest in Relevant Securities after the date of this undertaking, the<br>obligation in Clause 5.2 to accept the Offer within 24 hours after posting of the Offer Document shall, in respect of such securities,<br>be read as an obligation to accept, or procure the acceptance of, the Offer in respect of such securities as soon as is practicable after<br>I acquire an interest in those securities and in any event within 24 hours of acquiring those interests.
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6. Withdrawal Rights
--- ---
6.1 I undertake that I will not withdraw my acceptance of the Offer in respect of any of the Relevant Securities<br>and I undertake that I will procure that no rights to withdraw any acceptance of the Offer in respect of any of the Relevant Securities<br>are exercised during the period of the Offer.
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7. Dealings in Relevant Securities
--- ---
7.1 Save for as set out in Clause 7.2, I shall not (and will procure that the registered holder(s) of the<br>Relevant Securities will not) without the written consent of the Bidder:
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(i) sell, transfer, mortgage, charge, encumber, grant any option over or otherwise dispose of or permit the<br>sale, transfer, mortgaging, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any<br>of the Relevant Securities or interest in any Relevant Securities (or enter into any agreement or arrangement to do any of the foregoing)<br>except pursuant to the Acquisition, or accept any other offer or proposal for acquisition in respect of all or any Relevant Securities;
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(ii) solicit or enter into any undertaking or agreement with any third party relating to any Relevant Securities<br>or any interest in them, including (without limitation) any agreement that could prevent or restrict me from accepting the Offer or selling,<br>or granting any call option over, any Relevant Securities to the Bidder;
(iii) deal in any shares or securities in the Target or any interest therein; or
--- ---
(iv) other than pursuant to the Acquisition, solicit or enter into any agreement or arrangement or permit any<br>agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:
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(A) to do all or any of the acts referred to in Clauses (i) to (iii) (inclusive) above; or
--- ---
(B) which would or might restrict or impede acceptance of, or be otherwise prejudicial to, the Acquisition<br>in respect of the Relevant Securities,
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each of the above a “RestrictedDealing”.

For the avoidance of doubt, references in this Clause 7 to any agreement, arrangement or obligation shall include any such agreement, arrangement, understanding or obligation whether formal or informal and whether or not subject to any conditions, or which is to take effect upon or following withdrawal or lapsing of the Offer, or upon or following this undertaking ceasing to be binding, or upon or following any other event,

7.2 Any Restricted Dealings:
(a) up to a maximum aggregate value of USD 20,000,000 (determined by reference to the number of Restricted<br>Securities which I and/or Svante Kumlin dispose of);
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(b) where the acquirer is a PIPE Investor (as defined in the BCA) and the Bidder and the Company, each acting<br>reasonably, determine that the level of demand from prospective PIPE Investors exceeds USD 40,000,000 and such excess demand is sufficient<br>to cover the amount of Restricted Securities proposed to be sold to such PIPE Investors; or
--- ---
(c) where the acquirer of the Relevant Securities is Controlled (as defined in the BCA) by me,
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and pursuant to which the acquirer of the Relevant Securities enters into, and delivers a copy to the Bidder of, an irrevocable undertaking on the same terms as set out in this letter (or otherwise on terms satisfactory to the Bidder) shall not require consent of the Bidder (each a “PermittedRestricted Dealing”).

8. Shareholder Actions
8.1 I shall not, in any capacity as a shareholder, without the prior written consent of the Bidder, requisition<br>solely or jointly, any general or class meeting of the Target.
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8.2 I shall exercise or procure the exercise, by proxy or in person, of the votes attaching to the Relevant<br>Securities in respect of any resolution proposed at any general or class meeting of the Target, or at any adjournment thereof (a “RelevantResolution”):
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(a) in favour of any such resolution the passing of which is necessary or desirable to effect, implement or<br>fulfil any condition of the Offer or the Re-registration;
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(b) against any such resolution whose passing is required in connection with any offer for Target securities<br>that is made by a person other than the Bidder or any group undertaking of the Bidder; and
(c) against any such resolution which, if passed, might result in any condition of the Offer or the Re-registration<br>not being fulfilled or which might impede or frustrate the Offer or the Re-registration in any way.
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I acknowledge and accept that any resolution to adjourn a general or class meeting of the Target whose business includes the consideration of a Relevant Resolution, and a resolution to amend a Relevant Resolution, is also a Relevant Resolution.

9. Non-Solicitation
9.1 I shall not (and shall procure that the registered holder(s) of the Relevant Securities will not):
--- ---
(a) solicit, make or propose or negotiate with any other person with respect to, or announce an intention<br>to make, any offer for any securities of the Target or disclose any intent, purpose, plan or proposal with respect to the Target or any<br>securities or assets of the Target inconsistent with the provisions of this undertaking; or
--- ---
(b) assist, participate in, facilitate, encourage or solicit any effort or attempt by any person to do or<br>seek to do any of the foregoing; and
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9.2 I will promptly notify you and procure that the registered holder of the Relevant Securities promptly<br>notifies you in writing of any communication, invitation, approach or inquiry I or the registered holder receives, respectively, from<br>any third party concerning the acquisition of any of the securities in the Target or which is in relation to or could lead to an offer<br>being made for any securities or assets of the Target and/or any of its subsidiaries.
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10. Disclosure
--- ---
10.1 I consent to the issue of a press announcement incorporating references to me and to this undertaking<br>substantially in the terms set out in the Signing Press Release (as defined in the BCA).
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10.2 I undertake to provide you on request with all such further information at my disposal in relation to<br>my interests, and those of any person connected with me, in securities of the Target as you may require in order to comply with the requirements<br>any legal or regulatory requirements for inclusion in the Offer Document (or any other document required in connection with the Acquisition),<br>and I will immediately notify you in writing of any material change in the accuracy or import of any information previously supplied to<br>you by me.
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11. Termination
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11.1 This undertaking shall terminate immediately and shall cease to have any effect if:
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(a) the Offer Document is not sent to shareholders by the date falling 14 calendar days prior to the Outside<br>Date (as such term is defined in the BCA) or such later time or date as the Bidder and the Target agree;
--- ---
(b) the Offer lapses or is withdrawn in accordance with its terms; or
--- ---
(c) the BCA is terminated in accordance with its terms.
--- ---
11.2 I confirm that, if this undertaking lapses, I shall have no claim against the Bidder and the Bidder shall<br>have no claim against me, save in respect of any prior breach of this undertaking.
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5
12. Power of Attorney

I hereby irrevocably and by way of security for the performance of my obligations set out in this undertaking appoint each of the Bidder and any director of the Bidder severally to be my attorney to execute as a deed and deliver on my behalf (i) forms of acceptance to be issued with the Offer Document in respect of the Relevant Securities (ii) a proxy form in connection to the Re-organisation, and (iii) to sign, execute and deliver any documents (including without limitation any indemnity in a customary form in respect of any lost or missing share certificates) and to do all acts and things as may be necessary for or incidental to the acceptance of, or voting in favour of the Acquisition and Re-registration in respect of the Relevant Securities and/or for giving full effect to this undertaking (and undertake to ratify such acts if called upon to do so).

13. General
13.1 I acknowledge and accept that nothing in this undertaking obliges the Bidder to announce or make the Acquisition.
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13.2 I acknowledge and accept that my confirmations, warranties and undertakings contained in this letter of<br>undertaking will not be extinguished or affected by completion of the transfer of the Relevant Securities pursuant to the Acquisition.
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13.3 I acknowledge and accept that time shall be of the essence as regards any time, date or period mentioned<br>in this undertaking or extended by mutual agreement.
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13.4 With regard to any of the Relevant Securities not registered in my name, the confirmations, warranties<br>and undertakings contained in this undertaking are given by me on behalf of those persons in whose names such of the Relevant Securities<br>are registered and I undertake to procure the due compliance by such persons with such confirmations, warranties and undertakings.
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13.5 I confirm that I have received independent advice regarding the nature of this undertaking and that I<br>fully understand my obligations hereunder and the consequences of entering into those obligations. I understand and agree that, if I fail<br>to vote in favour of the Re-registration or to accept the Offer in accordance with my obligations in this undertaking or if I am otherwise<br>in breach of those obligations, an order of specific performance may be the only adequate remedy. I also accept and agree that this undertaking<br>shall be binding on my estate and personal representatives.
--- ---
13.6 Nothing in this undertaking is intended to confer on any person any right to enforce any term of this<br>undertaking which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
--- ---
13.7 This undertaking will be governed by and construed in accordance with English law and I irrevocably submit<br>to the exclusive jurisdiction of the English courts in relation to any legal action or proceedings arising out of or in connection with<br>this undertaking and waive any objection to such proceedings in such courts on the grounds of venue or that the proceedings have been<br>brought in an inappropriate forum.
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13.8 This undertaking superseded any previous written or oral agreement between us in relation to the matters<br>dealt with in this undertaking and contains the whole agreement between us relating to the subject matter of this undertaking.
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14. Notices
14.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated<br>by this undertaking shall be in writing and shall be delivered via email, personally or sent by prepaid first class post (air mail if<br>posted to or from a place outside the United Kingdom) and shall be deemed to have been duly given or made as follows:
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(a) if personally delivered, upon delivery at the address of the relevant party;
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(b) if sent by first class post, two business days after the date of posting;
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(c) if sent by email, upon the generation of a recipient notice by the recipient’s server or, if such<br>notice is not generated, upon delivery to the recipient’s server; and
--- ---
(d) if sent by air mail, three business days after the date of posting,
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provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. (London time) on a business day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. (London time) on the next business day.

14.2 The addresses for serving notice pursuant to Clause 14.1 are:
Name: Annette Kumlin
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Address: [***]
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Email: [***]
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14.3 A party may notify the other party to this undertaking of a change to its name, relevant addressee, address<br>or email address for the purposes of Clause 14.1 provided that such notification shall only be effective on:
--- ---
(a) the date specified in the notification as the date on which the change is to take place; or
--- ---
(b) if no date is specified or the date specified is less than five business days after the date on which<br>notice is given, the date falling five business days after notice of any such change has been given.
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15. Interpretation
--- ---
15.1 In this undertaking:
--- ---
(a) “Agreed Form” means in the form agreed by or on behalf of the parties in writing;
--- ---
(b) references to “Business Days” means a day, other than a Saturday, Sunday or public<br>holiday when banks are open for business in London;
--- ---
(c) references to the “Code” means the City Code on Takeovers and Mergers;
--- ---
(d) the expressions “the Offer“ and “the Acquisition” shall be construed<br>mutatis mutandis as including any amended, revised, extended, improved, increased, additional or other offer or offers made, by<br>or on behalf of the Bidder for, or in relation to, the securities of the Target;
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(e) “Relevant Securities” means all Target shares and securities in which I am interested<br>and including any shares or other securities in the Target either (i) issued or unconditionally allotted to me after the date hereof and<br>attributable to such shares or securities; or (ii) which I acquire or purchase after the date of this undertaking;
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(f) an “interest” in shares or securities: (a) has the same meaning in this undertaking<br>as it does for the purposes of section 820 and sections 822-825 of the CA 2006; and (b) (to the extent not covered by (a)) anything<br>that is treated as an interest under the definition in the Code of “interests in securities”. Without prejudice to the foregoing,<br>I am taken to be interested in the following:
(i) all securities that may be acquired by me pursuant to the vesting of awards granted under any share incentive<br>plan established or operated by the Target or any of its subsidiaries;
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(ii) all securities that may (1) be acquired by me upon the exercise of any options granted to me by the<br>Target under any executive share option scheme or similar scheme established or operated by the Target; or (2) be receivable by me<br>under any HM Revenue and Customs approved share scheme;
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(iii) any securities held by the trustees of any employee share ownership plan established by or operated by<br>the Target, or my own personal pension plan, on my behalf;
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(iv) any securities held by the trustees of any occupational pension plan established by or operated by the<br>Target of which I am a member; and
--- ---
(v) all interests in shares or securities issued by the Target that are owned legally or beneficially by any<br>person who is connected to me within the meaning of section 252 of the CA 2006 (which includes my spouse, my children and step-children<br>under the age of 18 and certain family trusts and family companies);
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(g) the term “group undertaking ” shall be construed in accordance with section 1161 of<br>the Companies Act 2006;
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(h) the expression “dealing” is to be construed in accordance with the definition of “dealings”<br>in the Code; and
--- ---
15.2 The headings and sub-headings in this undertaking are for convenience only and shall not affect its interpretation.
--- ---
15.3 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa.
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This document has been executed as a deed and is delivered and takes effect on the date first above written.

8
SIGNED by ANNETTE KUMLIN /S/ANNETTE KUMLIN
in the presence of: ANNETTE KUMLIN
Witness’s Signature
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Name:
Address:
Occupation:

[Signature page to Shareholder Commitment]

9

Schedule 1

Interests in Target

My “interests” in the Target (including those of myself, members of my immediate family, related trusts and connected persons on the date of this undertaking are as follows:

(1)       Shares

Number of Relevant Securities Class Registered holder Beneficial owner Where I am not the<br><br> registered holder or<br><br> beneficial owner, the<br><br> nature of my interest<br><br> (e.g. discretionary fund <br><br>or investment manager)
50,216,000 Ordinary Aurora Nominees Limited Annette Kumlin N/A 
10

Exhibit 10.3

Certain identified information has beenexcluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information hasbeen redacted.

Shareholder Commitment

To: The Directors of ClimateRock Holdings Limited

Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay, Grand Cayman,

KY1-9009, Cayman Islands

6 October 2022

Proposed acquisition by ClimateRock Holdings Limited (the “Bidder”) of E.E.W. Eco Energy World Plc (the “Target”) and related re-registration of the Target

1. Proposed Acquisition
1.1 In this undertaking all references to the “Acquisition” shall mean the proposed acquisition<br>by the Bidder, or any of its group undertakings, of the entire issued and to be issued share capital of the Target and any outstanding<br>options in the Target:
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(a) to be effected by way of a takeover offer (the “Offer”) within the meaning of section<br>974 of the Companies Act 2006 (the “CA 2006”);
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(b) to be effected as part of a de-SPAC process pursuant to which the Bidder and the Target, among others,<br>intend to enter into a business combination agreement (the “BCA”) whereby Climaterock Merger Sub Limited will merge<br>with and into ClimateRock, with ClimateRock continuing as the surviving entity, as a result of which ClimateRock shall become a wholly-owned<br>subsidiary of the Bidder prior to the proposed acquisition by the Bidder (or any of its group undertakings) of the entire issued and to<br>be issued share capital of the Target pursuant to the Offer and any outstanding options in the Target (in consideration for the issue<br>and allotment of a substantially equivalent security in the Bidder), and
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(c) made by or on behalf of the Bidder substantially on the terms and conditions set out in Article II of<br>the BCA, subject to:
--- ---
(i) any inclusion of any alternative or additional terms and conditions as may be required to comply with<br>the requirements of any applicable law or regulation, and/or any non-material modifications agreed to by the Bidder and the Target:
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(ii) the re-registration of the Target from a public limited company to a private limited company in accordance<br>with the CA 2006 (the “Re-registration”); and
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(iii) each of the conditions to Closing (as defined in the BCA) set out in Article VIII of the BCA having been<br>waived or satisfied in accordance with the terms of the BCA save for any condition relating to the conditions of the Offer having been<br>waived or satisfied.
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1.2 Certain terms used in this undertaking are defined in Clause 14 below.
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2. Undertakings
--- ---

Subject to signing of the BCA within five Business Days of this undertaking (or such later time and date as the Bidder and the Target shall agree), I irrevocably and unconditionally undertake, confirm, represent and warrant to the Bidder on the terms set out in Clauses 3 to 13 (inclusive) of this undertaking.

1
3. Ownership and Capacity
3.1 Schedule 1 to this undertaking contains true, complete and accurate details of all Target securities in<br>which I am interested (“Relevant Securities” having the meaning set out in clause 15.1(e) below and “interest”<br>having the meaning set out in Clause 15.1(f)).
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3.2 I do not have an interest in any other shares or securities of the Target or its subsidiary undertakings<br>(or rights to subscribe, purchase or otherwise acquire such shares or securities) other than those set out in Schedule 1 and as described<br>in Clause 15.1(f)).
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3.3 I am the beneficial owner of, or am otherwise able to control the exercise of all rights attaching to,<br>including voting rights and the ability to procure the transfer of, the Relevant Securities. Unless otherwise specified, I am also the<br>registered holder of all the Relevant Securities.
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3.4 I am able to transfer the Relevant Securities free from all liens, charges, options, equities, encumbrances,<br>rights of pre-emption or other third party rights and interests of any nature and together with all rights now or hereafter attaching<br>thereto, including the right to all dividends and other distributions (if any) declared, made or paid hereafter subject to the matters<br>referred to in the Announcement.
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3.5 I am able, and have full power and authority to enter into this undertaking and to perform all of my obligations<br>under it in accordance with their terms and to accept the Offer in respect of the Relevant Securities.
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4. Voting in favour of the Re-registration
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4.1 I irrevocably undertake to exercise, or to cause the registered holder to exercise, all voting rights<br>attaching to the Relevant Securities at any general meeting of the Target (or at any adjournment of any such meeting) (the “GM”),<br>in favour of:
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(a) the Re-registration; and
--- ---
(b) the adoption of new articles of association pursuant to which any Relevant Securities issued following<br>the Unconditional Date (as defined in the BCA) will be automatically sold and transferred to the Bidder on the terms and conditions set<br>out in the BCA,
--- ---

including any resolutions (whether or not amended and whether put on a show of hands or a poll) necessary or desirable to give effect to the Re-registration and the adoption the new articles of association (the “Resolutions”) as set out in the notices of meeting in the circular to be sent to shareholders of the Target containing an explanation of the Re-registration in the Agreed Form (the “Re-registrationCircular”) and against any proposal to adjourn the GM or to amend the Re-registration Circular or which is likely to impede or frustrate the Re-registration in any way or prevent the Re-registration from becoming effective.

4.2 Without prejudice to Clause 4.1, I shall after the posting of the Re-registration Circular to the Target’s<br>shareholders, and without prejudice to my right to attend and vote in person at the GM:
(a) return, or procure the return of, executed copies of the forms of proxy enclosed with the Re-registration<br>Circular, (completed, signed and voting in favour of the Re-registration and the Resolutions and, if required by the Bidder, appointing<br>any person nominated by the Bidder to attend and vote at the GM should I or a proxy appointed by me not attend and vote in favour of the<br>Re-registration and the Resolutions at the GM), in accordance with the instructions printed on the forms of proxy, as soon as possible<br>and in any event within 24 hours after the date of posting of the Re-registration Circular; and
--- ---
(b) not revoke or withdraw the forms of proxy once they have been returned in accordance with Clause 4.2(a).
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2
4.3 In the event that I acquire any interest in Relevant Securities after the date of this undertaking, the<br>obligations in Clauses 4.1 to 4.2 shall apply in relation to those securities.
5. Acceptance of Offer
--- ---
5.1 I irrevocably undertake to accept, or cause the registered holder to accept, the Offer, when made, in<br>respect of all the Relevant Securities. I understand that this undertaking will be terminated only upon the occurrence of any of the events<br>set out in Clause 11 of this undertaking.
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5.2 I agree that I will fulfil the undertaking set out in Clause 5.1 above as soon as possible and in<br>any event by no later than 24 hours after despatch to Target shareholders of the formal document containing the Offer in the Agreed Form<br>(the “Offer Document”) by forwarding or procuring the forwarding of a form of acceptance and all relevant share certificates<br>and other documents of title in respect of all of the Relevant Securities or a form of indemnity acceptable to the board of directors<br>of the Target in respect of any lost certificates or other documents of title.
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5.3 In the event that I acquire any interest in Relevant Securities after the date of this undertaking, the<br>obligation in Clause 5.2 to accept the Offer within 24 hours after posting of the Offer Document shall, in respect of such securities,<br>be read as an obligation to accept, or procure the acceptance of, the Offer in respect of such securities as soon as is practicable after<br>I acquire an interest in those securities and in any event within 24 hours of acquiring those interests.
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6. Withdrawal Rights
--- ---
6.1 I undertake that I will not withdraw my acceptance of the Offer in respect of any of the Relevant Securities<br>and I undertake that I will procure that no rights to withdraw any acceptance of the Offer in respect of any of the Relevant Securities<br>are exercised during the period of the Offer.
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7. Dealings in Relevant Securities
--- ---
7.1 Save for as set out in Clause 7.2, I shall not (and will procure that the registered holder(s) of the<br>Relevant Securities will not) without the written consent of the Bidder:
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(i) sell, transfer, mortgage, charge, encumber, grant any option over or otherwise dispose of or permit the<br>sale, transfer, mortgaging, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any<br>of the Relevant Securities or interest in any Relevant Securities (or enter into any agreement or arrangement to do any of the foregoing)<br>except pursuant to the Acquisition, or accept any other offer or proposal for acquisition in respect of all or any Relevant Securities;
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3
(ii) solicit or enter into any undertaking or agreement with any third party relating to any Relevant Securities<br>or any interest in them, including (without limitation) any agreement that could prevent or restrict me from accepting the Offer or selling,<br>or granting any call option over, any Relevant Securities to the Bidder;
(iii) deal in any shares or securities in the Target or any interest therein; or
--- ---
(iv) other than pursuant to the Acquisition, solicit or enter into any agreement or arrangement or permit any<br>agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:
--- ---
(A) to do all or any of the acts referred to in Clauses (i) to (iii) (inclusive) above; or
--- ---
(B) which would or might restrict or impede acceptance of, or be otherwise prejudicial to, the Acquisition<br>in respect of the Relevant Securities,
--- ---

each of the above a “RestrictedDealing”.

For the avoidance of doubt, references in this Clause 7 to any agreement, arrangement or obligation shall include any such agreement, arrangement, understanding or obligation whether formal or informal and whether or not subject to any conditions, or which is to take effect upon or following withdrawal or lapsing of the Offer, or upon or following this undertaking ceasing to be binding, or upon or following any other event,

7.2 Any Restricted Dealings:
(a) up to a maximum aggregate value of USD 20,000,000 (determined by reference to the number of Restricted<br>Securities which I and/or Annette Kumlin dispose of);
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(b) where the acquirer is a PIPE Investor (as defined in the BCA) and the Bidder and the Company, each acting<br>reasonably, determine that the level of demand from prospective PIPE Investors exceeds USD 40,000,000 and such excess demand is sufficient<br>to cover the amount of Restricted Securities proposed to be sold to such PIPE Investors; or
--- ---
(c) where the acquirer of the Relevant Securities is Controlled (as defined in the BCA) by me,
--- ---

and pursuant to which the acquirer of the Relevant Securities enters into, and delivers a copy to the Bidder of, an irrevocable undertaking on the same terms as set out in this letter (or otherwise on terms satisfactory to the Bidder) shall not require consent of the Bidder (each a “PermittedRestricted Dealing”).

8. Shareholder Actions
8.1 I shall not, in any capacity as a shareholder, without the prior written consent of the Bidder, requisition<br>solely or jointly, any general or class meeting of the Target.
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8.2 I shall exercise or procure the exercise, by proxy or in person, of the votes attaching to the Relevant<br>Securities in respect of any resolution proposed at any general or class meeting of the Target, or at any adjournment thereof (a “RelevantResolution”):
--- ---
(a) in favour of any such resolution the passing of which is necessary or desirable to effect, implement or<br>fulfil any condition of the Offer or the Re-registration;
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4
(b) against any such resolution whose passing is required in connection with any offer for Target securities<br>that is made by a person other than the Bidder or any group undertaking of the Bidder; and
(c) against any such resolution which, if passed, might result in any condition of the Offer or the Re-registration<br>not being fulfilled or which might impede or frustrate the Offer or the Re-registration in any way.
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I acknowledge and accept that any resolution to adjourn a general or class meeting of the Target whose business includes the consideration of a Relevant Resolution, and a resolution to amend a Relevant Resolution, is also a Relevant Resolution.

9. Non-Solicitation
9.1 I shall not (and shall procure that the registered holder(s) of the Relevant Securities will not):
--- ---
(a) solicit, make or propose or negotiate with any other person with respect to, or announce an intention<br>to make, any offer for any securities of the Target or disclose any intent, purpose, plan or proposal with respect to the Target or any<br>securities or assets of the Target inconsistent with the provisions of this undertaking; or
--- ---
(b) assist, participate in, facilitate, encourage or solicit any effort or attempt by any person to do or<br>seek to do any of the foregoing; and
--- ---
9.2 I will promptly notify you and procure that the registered holder of the Relevant Securities promptly<br>notifies you in writing of any communication, invitation, approach or inquiry I or the registered holder receives, respectively, from<br>any third party concerning the acquisition of any of the securities in the Target or which is in relation to or could lead to an offer<br>being made for any securities or assets of the Target and/or any of its subsidiaries.
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10. Disclosure
--- ---
10.1 I consent to the issue of a press announcement incorporating references to me and to this undertaking<br>substantially in the terms set out in the Signing Press Release (as defined in the BCA).
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10.2 I undertake to provide you on request with all such further information at my disposal in relation to<br>my interests, and those of any person connected with me, in securities of the Target as you may require in order to comply with the requirements<br>any legal or regulatory requirements for inclusion in the Offer Document (or any other document required in connection with the Acquisition),<br>and I will immediately notify you in writing of any material change in the accuracy or import of any information previously supplied to<br>you by me.
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11. Termination
--- ---
11.1 This undertaking shall terminate immediately and shall cease to have any effect if:
--- ---
(a) the Offer Document is not sent to shareholders by the date falling 14 calendar days prior to the Outside<br>Date (as such term is defined in the BCA) or such later time or date as the Bidder and the Target agree;
--- ---
(b) the Offer lapses or is withdrawn in accordance with its terms; or
--- ---
(c) the BCA is terminated in accordance with its terms.
--- ---
11.2 I confirm that, if this undertaking lapses, I shall have no claim against the Bidder and the Bidder shall<br>have no claim against me, save in respect of any prior breach of this undertaking.
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12. Power of Attorney

I hereby irrevocably and by way of security for the performance of my obligations set out in this undertaking appoint each of the Bidder and any director of the Bidder severally to be my attorney to execute as a deed and deliver on my behalf (i) forms of acceptance to be issued with the Offer Document in respect of the Relevant Securities (ii) a proxy form in connection to the Re-organisation, and (iii) to sign, execute and deliver any documents (including without limitation any indemnity in a customary form in respect of any lost or missing share certificates) and to do all acts and things as may be necessary for or incidental to the acceptance of, or voting in favour of the Acquisition and Re-registration in respect of the Relevant Securities and/or for giving full effect to this undertaking (and undertake to ratify such acts if called upon to do so).

13. General
13.1 Nothing in this undertaking shall affect my performance of my role as a director of the Target, or require<br>any action in my capacity as a director of the Target which is in conflict with my fiduciary duties as such.
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13.2 I acknowledge and accept that nothing in this undertaking obliges the Bidder to announce or make the Acquisition.
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13.3 I acknowledge and accept that my confirmations, warranties and undertakings contained in this letter of<br>undertaking will not be extinguished or affected by completion of the transfer of the Relevant Securities pursuant to the Acquisition.
--- ---
13.4 I acknowledge and accept that time shall be of the essence as regards any time, date or period mentioned<br>in this undertaking or extended by mutual agreement.
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13.5 With regard to any of the Relevant Securities not registered in my name, the confirmations, warranties<br>and undertakings contained in this undertaking are given by me on behalf of those persons in whose names such of the Relevant Securities<br>are registered and I undertake to procure the due compliance by such persons with such confirmations, warranties and undertakings.
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13.6 I confirm that I have received independent advice regarding the nature of this undertaking and that I<br>fully understand my obligations hereunder and the consequences of entering into those obligations. I understand and agree that, if I fail<br>to vote in favour of the Re-registration or to accept the Offer in accordance with my obligations in this undertaking or if I am otherwise<br>in breach of those obligations, an order of specific performance may be the only adequate remedy. I also accept and agree that this undertaking<br>shall be binding on my estate and personal representatives.
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13.7 Nothing in this undertaking is intended to confer on any person any right to enforce any term of this<br>undertaking which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
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13.8 This undertaking will be governed by and construed in accordance with English law and I irrevocably submit<br>to the exclusive jurisdiction of the English courts in relation to any legal action or proceedings arising out of or in connection with<br>this undertaking and waive any objection to such proceedings in such courts on the grounds of venue or that the proceedings have been<br>brought in an inappropriate forum.
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13.9 This undertaking superseded any previous written or oral agreement between us in relation to the matters<br>dealt with in this undertaking and contains the whole agreement between us relating to the subject matter of this undertaking.
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14. Notices
14.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated<br>by this undertaking shall be in writing and shall be delivered via email, personally or sent by prepaid first class post (air mail if<br>posted to or from a place outside the United Kingdom) and shall be deemed to have been duly given or made as follows:
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(a) if personally delivered, upon delivery at the address of the relevant party;
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(b) if sent by first class post, two business days after the date of posting;
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(c) if sent by email, upon the generation of a recipient notice by the recipient’s server or, if such<br>notice is not generated, upon delivery to the recipient’s server; and
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(d) if sent by air mail, three business days after the date of posting,
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provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. (London time) on a business day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. (London time) on the next business day.

14.2 The addresses for serving notice pursuant to Clause 14.1 are:
Name: Svante Kumlin
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Address: [***]
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Email: [***]
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14.3 A party may notify the other party to this undertaking of a change to its name, relevant addressee, address<br>or email address for the purposes of Clause 14.1 provided that such notification shall only be effective on:
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(a) the date specified in the notification as the date on which the change is to take place; or
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(b) if no date is specified or the date specified is less than five business days after the date on which<br>notice is given, the date falling five business days after notice of any such change has been given.
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15. Interpretation
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15.1 In this undertaking:
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(a) “Agreed Form” means in the form agreed by or on behalf of the parties in writing;
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(b) references to “Business Days” means a day, other than a Saturday, Sunday or public<br>holiday when banks are open for business in London;
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(c) references to the “Code” means the City Code on Takeovers and Mergers;
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(d) the expressions “the Offer“ and “the Acquisition” shall be construed<br>mutatis mutandis as including any amended, revised, extended, improved, increased, additional or other offer or offers made, by<br>or on behalf of the Bidder for, or in relation to, the securities of the Target;
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(e) “Relevant Securities” means all Target shares and securities in which I am interested<br>and including any shares or other securities in the Target either (i) issued or unconditionally allotted to me after the date hereof and<br>attributable to such shares or securities; or (ii) which I acquire or purchase after the date of this undertaking;
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(f) an “interest” in shares or securities: (a) has the same meaning in this undertaking<br>as it does for the purposes of section 820 and sections 822-825 of the CA 2006; and (b) (to the extent not covered by (a)) anything<br>that is treated as an interest under the definition in the Code of “interests in securities”. Without prejudice to the foregoing,<br>I am taken to be interested in the following:
(i) all securities that may be acquired by me pursuant to the vesting of awards granted under any share incentive<br>plan established or operated by the Target or any of its subsidiaries;
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(ii) all securities that may (1) be acquired by me upon the exercise of any options granted to me by the<br>Target under any executive share option scheme or similar scheme established or operated by the Target; or (2) be receivable by me<br>under any HM Revenue and Customs approved share scheme;
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(iii) any securities held by the trustees of any employee share ownership plan established by or operated by<br>the Target, or my own personal pension plan, on my behalf;
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(iv) any securities held by the trustees of any occupational pension plan established by or operated by the<br>Target of which I am a member; and
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(v) all interests in shares or securities issued by the Target that are owned legally or beneficially by any<br>person who is connected to me within the meaning of section 252 of the CA 2006 (which includes my spouse, my children and step-children<br>under the age of 18 and certain family trusts and family companies);
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(g) the term “group undertaking ” shall be construed in accordance with section 1161 of<br>the Companies Act 2006;
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(h) the expression “dealing” is to be construed in accordance with the definition of “dealings”<br>in the Code; and
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15.2 The headings and sub-headings in this undertaking are for convenience only and shall not affect its interpretation.
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15.3 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa.
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This document has been executed as a deed and is delivered and takes effect on the date first above written.

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SIGNED by SVANTE KUMLIN /s/ SVANTE KUMLIN
in the presence of: SVANTE KUMLIN
Witness’s Signature
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Name:
Address:
Occupation:

[Signature page toShareholder Commitment]

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Schedule 1

Interests in Target

My “interests” in the Target (including those of myself, members of my immediate family, related trusts and connected persons on the date of this undertaking are as follows:

(1) Shares

Number of Relevant Securities Class Registered holder Beneficial owner Where I am not the registered holder or beneficial owner, the nature of my interest (e.g. discretionary fund or investment manager)
1,461,633 Ordinary Svante Kumlin Svante Kumlin
16,786,000 Ordinary Platform Securities Nominees Limited Svante Kumlin
16,740,000 Ordinary Aurora Nominees Limited Svante Kumlin
16,740,000 Ordinary Securities Services Nominees Limited Svante Kumlin

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Exhibit 10.4

Final Form

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among ClimateRock Holdings Limited, a Cayman Islands exempted company (the “Company”), the parties listed on Schedule A hereto each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”), and, for the limited purpose set forth in Section 5.8 of this Agreement, (iii) ClimateRock, a Cayman Islands exempted company (“ClimateRock”). Certain capitalized terms used and not otherwise defined herein are defined in Article I hereof.

RECITALS

WHEREAS, the Company, E.E.W. Eco Energy World Limited (formerly E.E.W Eco Energy World PLC, “E.E.W.”), ClimateRock and ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), have entered into a Business Combination Agreement dated as of [●], 2022 (the “Business Combination Agreement”), pursuant to which, among other things, (a) Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the surviving entity (the “Merger”), as a result of which (i) ClimateRock shall become a wholly owned subsidiary of the Company, and (ii) each issued and outstanding security of ClimateRock immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of the Company, and (b) (i) each E.E.W. ordinary share shall be transferred to the Company in consideration for the issue and allotment of a substantially equivalent security of the Company and (ii) the Company shall assume E.E.W.’s outstanding vested options to purchase E.E.W.s’ ordinary shares and all such options to purchase E.E.W.s’ ordinary shares shall become options to purchase the Company’s ordinary shares, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Act;

WHEREAS, ClimateRock, E.E.W. and U.N. SDG Support LLC have entered into a Holder Support Agreement dated October [4], 2022, and [●] (each a “Lock-upAgreement”), pursuant to which, among other things, such Holders agree not to transfer ordinary shares of the Company for a certain period of time following the closing of the transactions contemplated by the Business Combination Agreement, subject to certain exceptions specified therein;

WHEREAS, ClimateRock and U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”) entered into a registration rights agreement dated as of April 27, 2022 (the “Prior Agreement”);

WHEREAS, ClimateRock and the Sponsor wish to terminate the Prior Agreement, with such termination effective as of the date hereof, in order to provide for the terms and conditions included herein; and

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE IDEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business CombinationAgreement” shall have the meaning given in the Recitals hereto.

“ClimateRock IPOProspectus” shall mean the final prospectus of ClimateRock, dated as of April 27, 2022, and filed with the Commission on April 29, 2022 (File No. 333-263542).

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection ‎2.1.1.

“E.E.W.” shall have the meaning given in the Recitals hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1” shall have the meaning given in subsection ‎2.1.1.

“Form F-3” shall have the meaning given in subsection ‎2.3.

“Holders” shall have the meaning given in the Preamble.

“Lock-up Agreement” shall have the meaning given in the Recitals hereto.

“Maximum Numberof Securities” shall have the meaning given in subsection ‎2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Ordinary Shares” shall mean the ordinary shares, with a [$0.0001] par value per share, of the Company.

“Piggyback Registration” shall have the meaning given in subsection ‎2.2.1.

“Prior Agreement” shall have the meaning given in the Recitals hereto.

“Private PlacementWarrants” shall mean each one (1) warrant of the Company entitling the holder thereof to purchase one (i) Ordinary Share on substantially the same terms and conditions described in the ClimateRock IPO Prospectus with respect to the private placement warrants of ClimateRock.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

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“RegistrableSecurity” shall mean (a) the Ordinary Shares set forth on Schedule A, (b) the Private Placement Warrants set forth on Schedule A (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Ordinary Shares or Private Placement Warrants (including any Ordinary Shares issuable upon the exercise of any such Private Placement Warrants), and (d) any other equity security of the Company issued or issuable with respect to any such Ordinary Share or Private Placement Warrant by way of a share capitalization or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“RegistrationExpenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities to be registered for offer and sale in the applicable Registration.

“RegistrationStatement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection ‎2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“UnderwrittenRegistration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

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ARTICLE IIREGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4 hereof, at any time and from time to time on or after the date hereof, the Holders may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection ‎2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section ‎3.1 of this Agreement.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection ‎2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Requesting Holders thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4 hereof, if a majority-in-interest of the Requesting Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Requesting Holders.

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2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company and the Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Requesting Holders desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “MaximumNumber of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Requesting Holders (pro rata based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Requesting Holders have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Requesting Holders, pursuant to a Registration under subsection ‎2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection ‎2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section ‎2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection ‎2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section ‎2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection ‎2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section ‎2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section ‎2.1 hereof.

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2.3 Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short-form registration statement that may be available at such time (“FormF-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section ‎2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $1,000,000.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection ‎2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of any Lock-up Agreement to which such Holder is party.

ARTICLE IIICOMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

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3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

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3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission); and

3.1.15 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section ‎3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Requirements for Participation in Underwritten Offerings and Limitations on Registration Rights. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

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ARTICLE IVINDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection ‎4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections ‎4.1.1, ‎4.1.2 and ‎4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection ‎4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection ‎4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection ‎4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE VMISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: [●], Attention: [●] with copy to: White & Case LLP, 5 Old Broad Street, London EC2N 1DW Attention: Ross Allardice and Monica Holden, and, if to any Holder, at such Holder’s mailing or electronic mail address as set forth in Schedule A hereto. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section ‎5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 This Agreement and the rights, duties and obligations of the Holders hereunder may not be freely assigned or delegated by such Holder except in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder, provided, that such transferee shall only be admitted as a party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities.

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5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section ‎5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section ‎5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which no Registrable Securities remain outstanding. The provisions of Section ‎3.5 and Article IV shall survive any termination.

5.8 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. Without limiting the generality of the foregoing, ClimateRock and the Sponsor hereby agree that the Prior Agreement is hereby terminated and of no further force or effect.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

ClimateRock Holdings Limited<br><br>Cayman Islands exempted company
By:
--- --- ---
Name: Per Regnarsson
Title: Director
ClimateRock<br><br>Cayman Islands exempted company
---
By:
--- --- ---
Name: Per Regnarsson
Title: Chief Executive Officer
HOLDERS:
---
[TO BE INSERTED]
By:
--- ---
Name:
Title:

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