Hennessy Capital Investment Corp V (HCIC) 8-KEntry into a Material Definitive Agreement

Exhibit 2.1

AMENDED & RESTATED

MERGER AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

HENNESSY CAPITAL INVESTMENT CORP. V,

PLUSAI CORP,

PLUS INC.,

PRIME MERGER SUB I, INC.,

PRIME MERGER SUB II, INC.,

AND

PLUS HOLDINGS LTD.

DATED AS OF JUNE 19, 2021

Table of Contents

INDEX OF EXHIBITS

AMENDED & RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION

This AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 19, 2021 (this “Agreement”), is made by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”) and Plus Holdings Ltd. (“Plus Holdings”) an exempted company incorporated with limited liability in the Cayman Islands (each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the parties hereto previously entered into that certain Merger Agreement and Plan of Reorganization (the “Original Agreement”) dated as of May 7, 2021 (the “Orginal Signing Date”), and, pursuant to Section 10.03 thereof, the parties desire to amend the Original Agreement by amending and restating it in its entirety as of the Amendment Signing Date;

WHEREAS, prior to the Original Signing Date, the Company: (a) formed Plus Holdings as a wholly-owned subsidiary of the Company and (b) caused Plus Holdings to form Prime Merger Sub Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Prime Merger Sub”) as a wholly-owned subsidiary of the Company;

WHEREAS, prior to the Original Signing Date, the Company: (a) formed PubCo as a wholly-owned subsidiary of the Company and (b) caused PubCo to form First Merger Sub and Second Merger Sub as wholly-owned subsidiaries of PubCo;

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Companies Act (As Revised), as amended, of the Cayman Islands (the “Cayman Companies Act”), the Company and Plus Holdings will cause: (a) Prime Merger Sub to merge with and into the Company (the “F-Reorg Merger”) in accordance with the Cayman Companies Act, with the result of such merger being that the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue as the surviving entity of such merger and became the wholly-owned subsidiary of Plus Holdings; and (b) the Company to file an election effective the day after such merger for the Company to be classified as a disregarded entity for United States federal tax purposes under Treasury Regulations Section 301.7701-3;

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Companies Act, and the General Corporation Law of the State of Delaware (the “DGCL”), following the F-Reorg Merger, HCIC and Plus Holdings will enter into a business combination transaction pursuant to which: (a) First Merger Sub will merge with and into Plus Holdings (the “First Merger”), with Plus Holdings surviving the First Merger as a wholly-owned subsidiary of PubCo and the outstanding shares and Plus Holdings Assumed Convertible Securities of Plus Holdings being converted into the right to receive shares and convertible securities of PubCo (Plus Holdings, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (b) simultaneously with, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into HCIC (the “Second Merger” and, together with the First Merger, the “Mergers”), with HCIC surviving the Second Merger as a wholly-owned subsidiary of PubCo and the outstanding shares and warrants of HCIC being converted into the right to receive shares of PubCo (HCIC, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”);

WHEREAS, the respective boards of directors or similar governing bodies of each of HCIC, PubCo, First Merger Sub, Second Merger Sub, Plus Holdings and the Company have each approved and declared advisable the Transactions upon the terms and subject to the conditions of this Agreement, and in accordance with, as applicable, the DGCL and the Cayman Companies Act;

WHEREAS, HCIC, the Company and the Requisite Shareholders, concurrently with the execution and delivery of the Original Agreement, entered into Shareholder Support Agreements, dated as of the Original Signing Date (the “Shareholder Support Agreements”), providing that, among other things, the Requisite Shareholders will vote their Company Shares in favor of this Agreement, the Merger and the other Transactions;

WHEREAS, concurrently with the execution and delivery of the Original Agreement, PubCo and each Lock-Up Shareholder of the Company entered into a lock-up agreement substantially in the form attached hereto as Exhibit A (the “Signing Lock-Up Agreements”);

WHEREAS, in connection with the Closing, (i) PubCo and the Additional 2% Lock-Up Shareholders shall and (ii) PubCo and the Additional Other Lock-Up Shareholders may, in each case enter into a lock-up agreement substantially in the form attached hereto as Exhibit A (each such lock-up agreement, a “Closing Lock-Up Agreement”, and, collectively with the “Signing Lock-Up Agreements”, the “Lock-Up Agreements”);

WHEREAS, in connection with the Closing, PubCo, HCIC, certain shareholders of the Company and certain stockholders of HCIC, shall enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) substantially in the form attached hereto as Exhibit B;

WHEREAS, the officers and directors of HCIC and Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”), have entered into a Voting and Support Agreement, dated as of the Original Signing Date (the “Sponsor Support Agreement”), pursuant to which, among other things, the persons indicated on the signature pages thereof have agreed to vote their HCIC Common Stock in favor of this Agreement, the Mergers and the other Transactions, including the election of the board of directors of PubCo post-Closing;

WHEREAS, HCIC and PubCo have jointly entered into subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which such investors, upon the terms and subject to the conditions set forth therein, shall purchase PubCo Class A Ordinary Shares at $10.00 per share in a private placement or placements in connection with the PIPE Financing (as such term is defined below), to be consummated immediately prior to the consummation of the Transactions;

WHEREAS, prior to the Original Signing Date, PubCo formed a Prime Merger Sub III, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Third Merger Sub”) as its wholly-owned subsidiary, and following the Closing, the Parties intend for PubCo to (i) cause Plus Holdings to merge with and into Third Merger Sub, in accordance with the Cayman Companies Act (the “Third Merger”), with the result of such merger to be that the separate corporate existence of Plus Holdings shall cease and Third Merger Sub shall continue as the surviving entity of such merger, and (ii) cause Third Merger Sub to file an election that is effective the day after such merger to be classified as a disregarded entity for United States federal tax purposes under Treasury Regulations Section 301.7701-3; and

WHEREAS, each of the parties intends that, for U.S. federal income tax purposes, (i) this Agreement shall constitute a “plan of reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations promulgated thereunder, (ii) the First Merger and the Third Merger, taken together, shall constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, (iii) the Second Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and (iv) the Second Merger, taken together with the First Merger and the Third Merger, shall constitute a transaction that qualifies under Section 351 of the Code (clauses (ii), (iii) and (iv), the “Intended Tax Treatment”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions. For purposes of this Agreement:

“Action” means any litigation, suit, claim, action, proceeding or audit, or investigation by or before any Governmental Authority.

“Additional 2% Lock-Up Shareholder” means any person who becomes a holder of Company Securities or Plus Holdings Securities that would represent in excess of two percent (2%) of Plus Holdings Deemed Outstanding Shares (without giving effect to the number of Plus Holdings Ordinary Shares issuable upon the exercise of the Company Share Purchase Warrant) after the Original Signing Date and prior to the Closing.

“Additional Other Lock-Up Shareholder” means any person who is or becomes a holder of Company Shares that is not a Signing Lock-Up Shareholder or an Additional 2% Lock-Up Shareholder.

“affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“Aggregate Merger Consideration Amount” means the U.S. Dollar amount equal to (i) (a) $2,720,000,000; minus (b) Closing Date Indebtedness; and minus (c) any aggregate amounts to be paid pursuant to the subscription agreements listed and described on Section 4.03(c) of the Company Disclosure Schedule (the “Historical Subscription Agreements”) that remain unpaid in cash as of the respective date set forth across from each such agreement on Section 4.03(c) of the Company Disclosure Schedule (each such date, a “Subscription Payment Date”); multiplied by (ii) the Reserve Discount.

“Amendment Signing Date” means the date first written in the Preamble of this Agreement.

“Ancillary Agreements” means the Shareholder Support Agreements, the Sponsor Support Agreement, the Registration Rights Agreement, the Lock-Up Agreements and all other agreements, certificates and instruments executed and delivered by HCIC, PubCo, First Merger Sub, Second Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Anti-Corruption Laws” means, as applicable, (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (ii) the UK Bribery Act 2010, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) similar legislation applicable to the Company or any Company Subsidiary from time to time.

“Business Data” means all Confidential Information, business information, and data compilations contained in Business Systems, or any data, including Personal Data (whether of employees, contractors, consultants, customers, consumers or other persons, and whether in electronic or any other form or medium) that is Processed by any of the Business Systems or necessary to the conduct of the business of the Company or any Company Subsidiaries.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in New York, NY or the Cayman Islands; provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Business Systems” means all Software, firmware, middleware, equipment, workstations, routers, hubs, computer hardware (whether general or special purpose), electronic data processors, databases, communications, telecommunications, networks, interfaces, platforms, servers, peripherals and computer systems, including any outsourced systems and processes, any Software and systems provided via the cloud or “as a service,” websites and Internet-related information technology infrastructure, wide area network and other data communications or information technology equipment, owned or leased by, licensed to, or used to Process Business Data in the conduct of the business of the Company or any Company Subsidiaries.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Company Assumed Convertible Securities” means the Company Share Purchase Warrant and all outstanding Company Options, in each case which have not been converted into Company Ordinary Shares prior to the Closing and are assumed by Plus Holdings in accordance with Article III.

“Company Charter” means (i) as of the Original Signing Date, the Fifth Amended and Restated Memorandum and Articles of Association of the Company, adopted by special resolution dated April 9, 2021 and (ii) as of the Amendment Signing Date, the Sixth Amended and Restated Memorandum and Articles of Association of the Company, adopted by special resolution dated June 19, 2021, as may be further amended, restated or otherwise modified from time to time.

“Company Existing SHA” means (i) as of the Original Signing Date, the Shareholders Agreement, dated as of April 9, 2021, by and among the Company, FTA and certain other parties listed therein and (ii) as of the Amendment Signing Date, the Shareholders Agreement, dated as of the Amendment Signing Date, by and among the Company, FTA and certain other parties listed therein, as may be amended, restated or otherwise modified from time to time.

“Company IP” means, collectively, all Company Owned IP and Company Licensed IP.

“Company Licensed IP” means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or that the Company or any Company Subsidiary otherwise has a right to use.

“Company Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with any one or more other events, circumstances, changes and effects, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets and liabilities or results of operations of the Company and the Company Subsidiaries taken as a whole or (ii) would prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the Mergers or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be a Company Material Adverse Effect: (a) any change or proposed change in, or change in, the interpretation of any Law or GAAP including any Outbreak Measures and any change or proposed change in rules promulgated under the Exchange Act or the Securities Act; (b) events or conditions generally affecting the industries or geographic areas in which the Company and the Company Subsidiaries operate; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, civil unrest, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or other outbreaks of illness or public health events (including COVID-19), any Outbreak Measures and any other force majeure events (including any escalation or general worsening of any of the foregoing); (e) any actions taken or not taken by the Company or the Company Subsidiaries as required by this Agreement or any Ancillary Agreement; (f) any event, circumstance, change or effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities) (provided, that this clause (f) shall not apply to any representations or warranties set forth in Section 4.04 or Section 4.05 but subject to any disclosures set forth in Section 4.04 or Section 4.05 of the Company Disclosure Schedule); (g) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided, that this clause (g) shall not prevent a determination that any event, circumstance, change or effect underlying such failure has resulted in a Company Material Adverse Effect); or (h) any actions taken, or failures to take action, or such other changes or events, in each case, which HCIC has requested, or to which it has consented, or which actions are contemplated by this Agreement, except in the cases of clauses (a) through (d), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately and adversely affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operate.

“Company Options” means all outstanding options to purchase Company Shares, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Company Share Plans or otherwise.

“Company Ordinary Shares” means the ordinary shares of the Company, par value of $0.000002 per share, designated as ordinary shares in the Company Charter.

“Company Owned IP” means all Intellectual Property rights owned or purported to be owned by the Company or any of the Company Subsidiaries.

“Company Preferred Shares” means the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, the Series A-3 Preferred Shares, the Series A-4 Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series C-1 Preferred Shares.

“Company Privacy Policies” means any (i) internal or external past or present data protection, data usage, privacy and security policies of the Company or any Company Subsidiaries, (ii) public statements, representations, obligations, promises or commitments relating to privacy, security or the Processing of Personal Data, and (iii) policies and obligations applicable to the Company or any Company Subsidiaries as a result of any certification relating to privacy, security, or the Processing of Personal Data.

“Company Restricted Shares” means the Company Shares subject to forfeiture restrictions or other restrictions pursuant to any share purchase agreement, share option agreement, share grant agreement or other agreement granting rights to restricted Company Shares.

“Company Securities” means the Company Ordinary Shares, the Company Preferred Shares, the Company Options, the Company Restricted Shares and the Company Share Purchase Warrant.

“Company Series A-1 Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series A-1 Preference Shares in the Company Charter.

“Company Series A-2 Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series A-2 Preference Shares in the Company Charter.

“Company Series A-3 Preferred Shares” means the convertible redeemable preference shares of the Company, par value $0.000002 per share designated as Series A-3 Preference Shares in the Company Charter.

“Company Series A-4 Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series A-4 Preference Shares in the Company Charter.

“Company Series B Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series B Preference Shares in the Company Charter.

“Company Series C Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series C Preference Shares in the Company Charter.

“Company Series C-1 Preferred Shares” means the convertible preference shares of the Company, par value $0.000002 per share, designated as Series C-1 Preference Shares in the Company Charter as in effect on and after the Amendment Signing Date.

“Company Share Awards” means all outstanding Company Options, Company Restricted Shares and other purchase rights granted pursuant to the Company Share Plans or otherwise.

“Company Share Plans” means the PlusAI Corp 2017 Share Plan, adopted on February 15, 2017 and amended and restated on June 20, 2019 (the “2017 Company Share Plan”), and the PlusAI Corp 2021 Share Incentive Plan, adopted on May 10, 2021 (the “2021 Company Share Plan”), as each may be further amended, supplemented, replaced or modified from time to time to the extent permitted by the terms of this Agreement.

“Company Share Purchase Warrant” means the warrant of the Company entered into with the customer of a Subsidiary of the Company, as listed on Section 1.01(A) of the Company Disclosure Schedule.

“Company Shareholder Approval” means the F-Reorg Consent and the Transaction Consent.

“Company Shares” means the Company Ordinary Shares (including the Company Restricted Shares, as applicable) and the Company Preferred Shares.

“Confidential Information” means any information, knowledge or data concerning the businesses and affairs of the Company, the Company Subsidiaries, or any Suppliers or customers of the Company or any Company Subsidiaries, PubCo or its Subsidiaries or HCIC or its Subsidiaries (as applicable), that is not already generally available to the public, including any Intellectual Property rights.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“COVID-19” means SARS-CoV-2 or COVID-19 and any evolutions thereof or related or associated epidemics, pandemics or other outbreaks of illness or public health events.

“Data Processor” means a natural or legal person, public authority, agency or other body that Processes Personal Data on behalf of or at the direction of the Company or any Company Subsidiaries.

“Disabling Devices” means Software, viruses, time bombs, logic bombs, trojan horses, trap doors, back doors, spyware, malware, worms, other computer instructions, intentional devices, techniques, other technology, ransomware, disabling codes, instructions or other similar code or software routines or components that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, delete, maliciously encumber, hack into, incapacitate, perform unauthorized modifications, infiltrate or slow or shut down a computer system or data, software, system, network, other device or any component of such computer system, including any such device affecting system security or compromising or disclosing user data in an unauthorized manner, other than those incorporated by the Company or the applicable third party intentionally to protect Business Data, Company IP or Business Systems from misuse.

“Employee Benefit Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), any nonqualified deferred compensation plan subject to Section 409A of the Code, and each other retirement, health, welfare, cafeteria, bonus, commission, stock option, stock purchase, restricted stock, other equity or equity-based compensation, performance award, incentive, deferred compensation, retiree medical or life insurance, death or disability benefit, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay, vacation and similar plan, program, policy, practice, agreement or arrangement, whether written or unwritten.

“Environmental Laws” means any United States federal, state or local or non-U.S. Laws relating to: (i) releases or threatened releases of, or exposure of any person to, Hazardous Substances or materials containing Hazardous Substances; (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or (iii) pollution or protection of the environment, natural resources or human health and safety.

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

“ERISA Affiliate” means any entity that, together with the Company or any Company Subsidiary, could be deemed a “single employer” for purposes of Section 4001(b)(1) of ERISA or Sections 414(b), (c) or (m) of the Code.

“Ex-Im Laws” means all applicable Laws relating to export, re-export, transfer, and import controls, including the U.S. Export Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation.

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

“Exchange Ratio” means (i) the Plus Holdings Merger Shares as of the Effective Time divided by (ii) the Plus Holdings Deemed Outstanding Shares less the number of Plus Holdings Deemed Outstanding Shares attributable to the Company Share Purchase Warrant.

“Excluded Shares” means shares of HCIC Common Stock, if any, (i) held in the treasury of HCIC or (ii) without duplication of clause (i), for which a Redeeming Stockholder has exercised its right to redeem such shares of HCIC Common Stock.

“F-Reorg Consent” means the irrevocable affirmative vote, written resolutions, and/or written consent, as applicable, of holders of the Requisite Approval (including the Requisite Shareholders) in favor of the approval and adoption of this Agreement and the F-Reorg Merger contemplated by this Agreement (whether provided separately or such consent being contained in the Company Shareholders’ Written Resolutions).

“First Merger Sub Organizational Documents” means the certificate of incorporation and memorandum and articles of association of First Merger Sub, as amended, modified or supplemented from time to time.

“Formation Date” means September 7, 2017.

“FTA” means Full Truck Alliance Co Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Hazardous Substance” or “Hazardous Substances” means: (i) any substances, wastes, or materials defined, identified or regulated as hazardous or toxic, or as a pollutant or a contaminant, under any Environmental Law; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas and synthetic gas and any mixtures thereof; (iv) polychlorinated biphenyls, per- and polyfluoroalkyl substances, asbestos and radon; and (v) any other substance, material or waste regulated by, or for which standards of care may be imposed under, any Environmental Law.

“HCIC Certificate of Incorporation” means the amended and restated certificate of incorporation of HCIC, dated as of January 14, 2021.

“HCIC Class A Common Stock” means the shares of the HCIC, par value of $0.0001 per share, designated as Class A common stock in the HCIC Certificate of Incorporation.

“HCIC Class B Common Stock” means the shares of the HCIC, par value of $0.0001 per share, designated as Class B common stock in the HCIC Certificate of Incorporation, which convert automatically on a one-to-one basis into HCIC Class A Common Stock upon consummation of the Transactions.

“HCIC Common Stock” means the shares of HCIC Class A Common Stock and the shares of HCIC Class B Common Stock.

“HCIC Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with any one or more other events, circumstances, changes and effects, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets and liabilities or results of operations of HCIC, or (ii) would prevent, materially delay or materially impede the performance by HCIC of its obligations under this Agreement or the consummation of the Mergers or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, an HCIC Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of any Law or GAAP including any Outbreak Measures and any change or proposed change in rules promulgated under the Exchange Act or the Securities Act; (b) events or conditions generally affecting the industries or geographic areas in which HCIC operates; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, civil unrest, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or other outbreaks of illness or public health events (including COVID-19), any Outbreak Measures and any other force majeure events (including any escalation or general worsening of any of the foregoing); (e) any actions taken or not taken by HCIC as required by this Agreement or any Ancillary Agreement; (f) any event, circumstance change or effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions; or (g) any actions taken, or failures to take action, or such other changes or events, in each case which the Company has requested or to which it has consented or which actions are contemplated by this Agreement, except in the cases of clauses (a) through (c), to the extent that HCIC is disproportionately and adversely affected thereby as compared with other participants in the industry in which HCIC operate.

“HCIC Merger Consideration” means one (1) PubCo Class A Ordinary Share.

“HCIC Organizational Documents” means the HCIC Certificate of Incorporation and bylaws, in each case as amended, modified or supplemented from time to time.

“HCIC Securities” means the HCIC Common Stock and HCIC Warrants.

“HCIC Units” means the units issued in the IPO or the overallotment consisting of one (1) share of HCIC Class A Common Stock and one-quarter (1/4) of one (1) HCIC Warrant.

“HCIC Warrant” means a warrant entitling the holder to purchase one (1) share of HCIC Class A Common Stock per warrant, and includes the warrants issued in the IPO and the private placement warrants issued to the Sponsor and certain other investors.

“HIPAA” means collectively: (i) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), including but not limited to its implementing rules and regulations with respect to privacy, security of health information, and transactions and code sets; (ii) the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009); (iii) the Omnibus Rule effective March 26, 2013 (78 Fed. Reg. 5566), and other implementing rules regulations at 45 CFR Parts 160 and 164 and related binding guidance from the United States Department of Health and Human Services; and (iv) any federal, state and local laws regulating the privacy and/or security of individually identifiable information, in each case as the same may be amended, modified or supplemented from time to time.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means any of the following: (i) any indebtedness for borrowed money; (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments; (iii) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other current liabilities; (iv) any obligations as lessee under capitalized leases; (v) any obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities to the extent drawn; (vi) any accrued interest, fees and charges in respect of any of the foregoing; (vii) any prepayment premiums and penalties actually due and payable, and any other fees, expenses, indemnities and other amounts actually payable as a result of the prepayment or discharge of any of the foregoing; and (viii) any guaranty of any of the foregoing.

“Information Security Program” means a written information security program that complies with Privacy Requirements, that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature of Personal Data and that is at least as stringent as one or more relevant industry standards and that includes: (i) written policies and procedures regarding Personal Data and the Processing thereof; (ii) administrative, technical and physical safeguards to protect the security, confidentiality, availability and integrity of any Personal Data owned, controlled, maintained, held or Processed by the Company, any of the Company Subsidiaries or Data Processors; (iii) disaster recovery, business continuity, incident response and security plans, procedures and facilities; and (iv) protections against Security Incidents, Disabling Device, and loss, misuse, unauthorized access to, or disruption of, the Processing of Business Data, Business Systems and the systems of any Data Processor.

“Intellectual Property” means (i) patents, patent applications (including provisional and non-provisional applications) and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (ii) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans and other source identifiers together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (iii) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (iv) trade secrets, know-how (including ideas, formulas, compositions and inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting and all other data, databases, database rights, including rights to use any Personal Data, pricing and cost information, business and marketing plans and proposals and customer and supplier lists (including lists of prospects) and related information; (v) Internet domain names and social media accounts; (vi) rights of publicity and all other intellectual property or proprietary rights of any kind or description; (vii) copies and tangible embodiments of any of the foregoing, in whatever form or medium, including all Software; and (viii) all legal rights arising from items (i) through (vii), including the right to prosecute, enforce and perfect such interests and rights to sue, oppose, cancel, interfere, enjoin and collect damages based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

“JV” means Suzhou Zhitu Technology Co., Ltd. (苏州挚途科技有限公司).

“Key Investor(s)” means holder(s) of Company Preferred Shares that holds at least 30% of the voting power of the total issued and outstanding Company Ordinary Shares on a fully-diluted and as-converted basis.

“Key Series B Investor(s)” means holder(s) of Company Series B Preferred Shares whose investment amount is equal to or greater than US$20,000,000.

“Key Series C Investor(s)” means holder(s) of Company Series C Preferred Shares whose investment amount is equal to or greater than US$30,000,000.

“Key Series C-1 Investor(s)” means holder(s) of Company Series C-1 Preferred Shares whose investment amount is equal to or greater than US$30,000,000.

“knowledge” or “to the knowledge” of a person means in the case of the Company, the actual knowledge of the persons listed on Section 1.01(B) of the Company Disclosure Schedule after reasonable inquiry, and in the case of HCIC, the actual knowledge of Daniel Hennessy, Greg Ethridge or Nicholas Petruska after reasonable inquiry.

“Leased Real Property” means the real property leased, subleased, licensed or occupied by the Company or Company Subsidiaries, together with, to the extent leased, subleased, licensed or occupied by the Company or Company Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or Company Subsidiaries relating to the foregoing.

“Lien” means any lien, security interest, mortgage, deed of trust, defect of title, easement, right of way, pledge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable securities Laws).

“Lock-Up Shareholder” means the Persons listed in Schedule 1.01(C) of the Company Disclosure Schedule.

“Open Source Software” means any Software in source code form that is licensed pursuant to (i) any license that is a license now or in the future approved by the open source initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License, the GNU Lesser General Public License, the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License, the Artistic License, the Netscape Public License, the Sun Community Source License and the Sun Industry Standards License, (ii) any license to Software that is considered “free” or “open source software” by the open source foundation or the free software foundation, (iii) the Server Side Public License or (iv) any Reciprocal License.

“Outbreak Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, curfews, closure, sequester, other restrictions or any other applicable Law, directive, guidelines or recommendations by any Governmental Authority (including the Centers for Disease Control and Prevention, the World Health Organization or an industry group) that relate to, or arise out of, an epidemic, pandemic or other outbreak of illness or public health event (including COVID-19), including the Coronavirus Aid, Relief, and Economic Security Act (CARES), or any change in such applicable Law, directive, guideline, recommendation or interpretation thereof following the Original Signing Date.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Liens” means (i) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair or interfere with the current use of the Company’s or any Company Subsidiary’s assets that are subject thereto, (ii) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising in the ordinary course of business, or deposits to obtain the release of such Liens, (iii) Liens for Taxes not yet due and delinquent, or, if delinquent, being contested in good faith and for which appropriate reserves have been made, (iv) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities that are not violated in any material respect by the Company’s or any Company Subsidiary’s current use of the assets that are subject thereto, (v) revocable, non-exclusive licenses (or sublicenses) of Company Owned IP granted in the ordinary course of business, (vi) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not materially interfere with the present uses of such real property, (vii) Liens specifically identified in the Audited Financial Statements and (viii) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest.

“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Personal Data” means information relating to or reasonably capable of being associated with an identified or identifiable person, device or household, including: (i) a natural person’s name, street address or specific geolocation information, date of birth, telephone number, email address, online contact information, photograph, biometric data, Social Security number, driver’s license number, passport number, tax identification number, any government-issued identification number, financial account number, credit card number, any information that would permit access to a financial account, a user name and password that would permit access to an online account, health information, insurance account information, any persistent identifier such as customer number held in a cookie, an Internet Protocol address, a processor or device serial number or a unique device identifier; or (ii) “personal data,” “personally identifiable information,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by Privacy Requirements.

“PIPE Financing” means the private placement of $150 million in PubCo Class A Ordinary Shares at $10.00 per share.

“Plus Holdings Assumed Convertible Securities” means the Company Share Purchase Warrant and all outstanding Plus Holdings Options, in each case which have not been converted into Plus Holdings Ordinary Shares prior to the Closing and are assumed by PubCo in accordance with Article III.

“Plus Holdings Charter” means the Memorandum and Articles of Association of Plus Holdings, dated as of April 12, 2021, as may be further amended, restated or otherwise modified from time to time.

“Plus Holdings Deemed Outstanding Shares” means the total number of Plus Holdings Ordinary Shares outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted to Plus Holdings Ordinary Shares basis without regard to any cashless exercise feature, and including, without duplication (and for the avoidance of doubt, in the case of clauses (i), (ii), (v) and (vi) below, without duplication with respect to any Plus Holdings Ordinary Shares held by the Zedra Trust for issuance pursuant to Plus Holdings Options, Plus Holdings Restricted Shares, Plus Holdings Share Awards and/or the Company Share Plans), (i) the number of Plus Holdings Ordinary Shares subject to unexpired, issued and outstanding Plus Holdings Options, (ii) the Plus Holdings Restricted Shares, (iii) the number of Plus Holdings Ordinary Shares issuable upon exercising the Plus Holdings Share Purchase Warrant, (iv) the number of Plus Holdings Ordinary Shares issuable upon the conversion of the Plus Holdings Preferred Shares (including Plus Holdings Preferred Shares not yet issued, but issuable upon exercising any Plus Holdings Share Purchase Warrant), (v) the number of Plus Holdings Ordinary Shares subject to any other Plus Holdings Share Awards, (vi) the maximum number of Plus Holdings Ordinary Shares that would, directly or indirectly, be issuable under or with respect to the Company Share Plans, (vii) any other securities or instruments, including Indebtedness, that is convertible to equity in Plus Holdings, if any, and (viii) any equity appreciation rights, participations, phantom equity or similar rights; provided that, for the avoidance of doubt, for purposes of this definition, the maximum aggregate number of Plus Holdings Ordinary Shares and Plus Holdings Restricted Shares described under clauses (i), (ii), (v) and (vi) above (prior to elimination of duplication, if any, with the securities described under any other clauses above) shall not exceed the maximum number of Plus Holdings Ordinary Shares issuable under the Company Share Plans as assumed by Plus Holdings pursuant to Section 3.01(b); provided, further, that to the extent Plus Holdings Deemed Outstanding Shares are calculated in reference to a date and/or time occurring prior to the time immediately prior to the Effective Time, such calculation shall assume the consummation of the F-Reorg Merger, the related conversions of Company Securities contemplated in connection therewith, and the other transactions contemplated herein to occur prior to the Effective Time.

“Plus Holdings Merger Shares” means a number of PubCo Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) $10.00.

“Plus Holdings Options” means all outstanding options to purchase Plus Holdings Shares, whether or not exercisable and whether or not vested, immediately prior to the Closing.

“Plus Holdings Ordinary Shares” means the ordinary shares of Plus Holdings, par value of $0.000002 per share, designated as ordinary shares in the Plus Holdings Charter.

“Plus Holdings Preferred Shares” means the Plus Holdings Series A-1 Preferred Shares, the Plus Holdings Series A-2 Preferred Shares, the Plus Holdings Series A-3 Preferred Shares, the Plus Holdings Series A-4 Preferred Shares, the Plus Holdings Series B Preferred Shares, the Plus Holdings Series C Preferred Shares and the Plus Holdings Series C-1 Preferred Shares.

“Plus Holdings Restricted Shares” means the Plus Holdings Shares subject to forfeiture restrictions or other restrictions pursuant to any share purchase agreement, share option agreement, share grant agreement or other agreement granting rights to restricted Plus Holdings Shares.

“Plus Holdings Securities” means the Plus Holdings Ordinary Shares, the Plus Holdings Preferred Shares, the Plus Holdings Options, the Plus Holdings Restricted Shares and the Company Share Purchase Warrant.

“Plus Holdings Series A-1 Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series A-1 Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Series A-2 Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series A-2 Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Series A-3 Preferred Shares” means the convertible redeemable preference shares of Plus Holdings, par value $0.000002 per share designated as Series A-3 Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Series A-4 Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series A-4 Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Series B Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series B Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Series C Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series C Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04

“Plus Holdings Series C-1 Preferred Shares” means the convertible preference shares of Plus Holdings, par value $0.000002 per share, designated as Series C-1 Preference Shares in the Plus Holdings Charter following the amendment and restatement thereof in accordance with Section 2.04.

“Plus Holdings Share Purchase Warrant” means the Company Share Purchase Warrant, as assumed and converted in accordance with the provisions of Article III hereof.

“Plus Holdings Share Awards” means all outstanding Plus Holdings Options, Plus Holdings Restricted Shares and other purchase rights granted pursuant to or resulting from the Company Share Plans or otherwise.

“Plus Holdings Shares” means the Plus Holdings Ordinary Shares (including the Plus Holdings Restricted Shares, as applicable) and the Plus Holdings Preferred Shares.

“Prime Merger Sub Organizational Documents” means the certificate of incorporation and memorandum and articles of association of Prime Merger Sub, as amended, modified or supplemented from time to time.

“Privacy Requirements” means any and all Laws, industry requirements, and Contracts relating to the protection or Processing of Personal Data that are applicable to the Company or any Company Subsidiaries from time to time, including: (i) the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq.; the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, et seq.; HIPAA; the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.; the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-22; the Stored Communications Act, 18 U.S.C. §§ 2701-12, et seq.; the California Consumer Privacy Act, Cal. Civ. Code § 1798.100, et seq.; the California Customer Records Act, Cal. Civ. Code §§ 1798.80 to 84; California Online Privacy Protection Act, Cal. Bus. & Prof. Code § 22575, et seq.; Massachusetts Gen. Law Ch. 93H, 201 C.M.R. § 17.00, et seq.; Nev. Rev. Stat. 603A, et seq.; Cal. Civ. Code § 1798.82, et seq.; N.Y. Gen. Bus. Law § 899-aa, et seq.; N.Y. Gen. Bus. Law § 899-bb, et seq.; the European Union’s Directive on Privacy and Electronic Communications (2002/58/EC); EU General Data Protection Regulation (2016/679) as implemented by countries in the European Economic Area (“EEA”), e-Privacy Directive 2002/58/EC as implemented by countries in the EEA; the UK Data Protection Act 2018; China’s Cybersecurity Law; U.S. state and federal Laws that prohibit unfair or deceptive acts and practices, such as the Federal Trade Commission Act, 15 U.S.C. § 45, et seq.; and all other Laws and binding regulations relating to data protection, information security, cybercrime, Security Incident notification, social security number protection, outbound communications and/or electronic marketing, use of electronic data and privacy matters (including online privacy) in any applicable jurisdictions; (ii) each Contract relating to the Processing of Personal Data applicable to the Company or any Company Subsidiaries; and (iii) each applicable rule, code of conduct or other requirement of self-regulatory bodies and applicable industry standards, including, to the extent applicable, the Payment Card Industry Data Security Standard (“PCI-DSS”).

“Processing,” “Process,” or “Processed” means any collection, access, acquisition, storage, protection, use, recording, maintenance, operation, dissemination, re-use, disposal, disclosure, re-disclosure, deletion, destruction, sale, transfer, modification or any other processing (as defined by Privacy Requirements) of Business Data.

“Products” means any products or services under development, developed, manufactured, performed, out-licensed, sold, distributed or other otherwise made available by or on behalf of the Company or any Company Subsidiary, from which the Company or any Company Subsidiary has derived previously, is currently deriving or is scheduled or intends to derive, revenue from the sale or provision thereof.

“PubCo Charter” means the certificate of incorporation and the memorandum and articles of association of PubCo, dated as of April 12, 2021, as amended, modified or supplemented from time to time.

“PubCo Class A Ordinary Shares” means Class A ordinary shares of PubCo following the amendment and restatement of the PubCo Charter in accordance with Section 2.04, par value of $0.000002, which are entitled to one (1) vote per share.

“PubCo Class B Ordinary Shares” means Class B ordinary shares of PubCo following the amendment and restatement of the PubCo Charter in accordance with Section 2.04, par value of $0.000002, which are entitled to eight (8) votes per share.

“PubCo Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with any one or more other events, circumstances, changes and effects, (i) is or would reasonably be expected to be materially adverse to the business, financial condition, assets and liabilities or results of operations of PubCo, First Merger Sub or Second Merger Sub taken as a whole or (ii) would prevent, materially delay or materially impede the performance by PubCo, First Merger Sub or Second Merger Sub of their respective obligations under this Agreement or the consummation of the Mergers or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be a PubCo Material Adverse Effect: (a) any change or proposed change in, or change in, the interpretation of any Law or GAAP including any Outbreak Measures and any change or proposed change in rules promulgated under the Exchange Act or the Securities Act; (b) events or conditions generally affecting the industries or geographic areas in which PubCo, First Merger Sub or Second Merger Sub operate; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, civil unrest, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or other outbreaks of illness or public health events (including COVID-19), any Outbreak Measures and any other force majeure events (including any escalation or general worsening of any of the foregoing); (e) any actions taken or not taken by PubCo, First Merger Sub or Second Merger Sub as required by this Agreement or any Ancillary Agreement; (f) any event, circumstance, change or effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities) (provided, that this clause (f) shall not apply to any representations or warranties set forth in Section 5.04 or Section 5.05); (g) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided, that this clause (g) shall not prevent a determination that any event, circumstance, change or effect underlying such failure has resulted in a PubCo Material Adverse Effect); or (h) any actions taken, or failures to take action, or such other changes or events, in each case, which HCIC has requested, or to which it has consented, or which actions are contemplated by this Agreement, except in the cases of clauses (a) through (d), to the extent that PubCo, First Merger Sub and Second Merger Sub, taken as a whole, are disproportionately and adversely affected thereby as compared with other participants in the industries in which PubCo, First Merger Sub and Second Merger Sub operate.

“PubCo Shares” means PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares.

“Reciprocal License” means a license of an item of Software that requires or that conditions any rights granted in such license upon (i) the disclosure, distribution or licensing of any other Software (other than such item of Software as provided by a third party in its unmodified form), (ii) a requirement that any disclosure, distribution or licensing of any other Software (other than such item of Software in its unmodified form) be at no charge, (iii) a requirement that any other licensee of the Software be permitted to access the source code of, modify, make derivative works of or reverse-engineer any such other Software, (iv) a requirement that such other Software be redistributable by other licensees or (v) the grant of any patent rights (other than patent rights in such item of Software), including non-assertion or patent license obligations (other than patent obligations relating to the use of such item of Software).

“Redeeming Stockholder” means a holder of HCIC Common Stock who exercises such holder’s Redemption Rights in accordance with the HCIC Organizational Documents with respect to its HCIC Common Stock in connection with the Transactions contemplated hereby.

“Redemption Rights” means the redemption rights provided for in Section 9.2 of Article IX of the HCIC Certificate of Incorporation.

“Registered Intellectual Property” means all Intellectual Property that is the subject of an issued patent or registration (or a patent application or an application for registration), including domain names.

“Requisite Approval” means (i) with respect to the F-Reorg Consent, (a) the affirmative vote or written resolutions of, if approved at a general meeting of shareholders of the Company, the holders of at least two-thirds of the Company Shares issued and outstanding who attend and vote in person or by proxy at a duly convened general meeting of the Company (by way of a special resolution) or, if approved by a set of written resolutions of the Company, all holders of the Company Shares issued and outstanding entitled to vote at a general meeting of shareholders of the Company (by way of a special resolution) (“Company Shareholders’ Written Resolutions”), (b) the written consent of the Key Investors, the Key Series B Investor(s), the Key Series C Investor(s) and the Key Series C-1 Investor(s) (whether provided separately or such consent being contained in the Company Shareholders’ Written Resolutions) and (c) written resolutions of the sole shareholder of Prime Merger Sub (by way of a special resolution) signed by the sole shareholder of Prime Merger Sub Share(s); and (ii) with respect to the Transaction Consent, (a) the affirmative vote or written resolutions of, if approved at a general meeting of shareholders of Plus Holdings, the holders of at least two-thirds of the Plus Holdings Shares issued and outstanding who attend and vote in person or by proxy at a duly convened general meeting of Plus Holdings (by way of a special resolution) or, if approved by written resolutions of Plus Holdings, all holders of Plus Holdings Shares issued and outstanding entitled to vote at a general meeting of shareholders of Plus Holdings (by way of a special resolution) (“Plus Holdings Shareholders’ Written Resolutions”), (b) the written consent of all the Key Investors, the Series B Key Investor(s), the Series C Key Investor(s) and the Series C-1 Key Investor(s) (whether provided separately or such consent being contained in the Shareholders’ Written Resolutions), (c) written resolutions of the sole shareholder of First Merger Sub (by way of a special resolution) signed by the sole shareholder of First Merger Sub Share(s) and (d) written resolutions of the sole shareholder of PubCo (by way of a special resolution) signed by the sole shareholder of PubCo.

“Requisite Shareholders” means the persons or entities listed on Section 1.01(D) of the Company Disclosure Schedule.

“Reserve Discount” means the percentage equal to (i) one hundred percent (100%) minus (ii) the Reserve Percentage.

“Reserve Percentage” means the quotient equal to (a) the number of Plus Holdings Deemed Outstanding Shares attributable to the Company Share Purchase Warrant, divided by (b) the Plus Holdings Deemed Outstanding Shares.

“Sanctioned Person” means at any time any person who is (i) listed on any Sanctions-related list of designated or blocked persons, (ii) the government of, a resident in, or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions from time to time (which includes, as of the Original Signing Date, Cuba, Iran, North Korea, Syria and the Crimea region) or (iii) majority-owned or controlled by any of the foregoing.

“Sanctions” means those applicable, economic and financial sanctions Laws, regulations, embargoes and restrictive measures administered or enforced by (i) the United States (including the U.S. Treasury Department’s Office of Foreign Assets Control), (ii) the European Union and its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) any other similar governmental authority with jurisdiction over the Company or any Company Subsidiary from time to time.

“Second Merger Sub Organizational Documents” means the certificate of incorporation and bylaws of Second Merger Sub, as amended, modified or supplemented from time to time.

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

“Security Incident” means any unauthorized Processing of Business Data, any unauthorized access to the Company’s Business Systems, or any incident that may require notification to any person, Governmental Authority or any other entity under Privacy Requirements.

“Software” means all computer software (in object code or source code format), data and databases and related documentation and materials.

“Sponsor Shares” means the shares of the HCIC Class B Common Stock held by the Sponsor as of immediately prior to the Closing.

“stockholder” means a holder of stock or shares, as appropriate.

“Subsidiary” or “Subsidiaries” of the Company, the Surviving Corporation, the Surviving Entity, HCIC, PubCo or any other person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Supplier” means any person that supplies inventory or other materials or personal property, components or other goods or services (including design, development and manufacturing services) that comprise or are utilized in, including in connection with, the design, development, manufacture or sale of the Products of the Company or any Company Subsidiary.

“Tax” or “Taxes” means any and all taxes (including any duties, levies or other similar governmental assessments in the nature of taxes), including income, estimated, business, occupation, corporate, capital, gross receipts, transfer, stamp, registration, employment, payroll, unemployment, withholding, occupancy, escheat, license, severance, capital, production, ad valorem, excise, windfall profits, customs duties, real property, personal property, sales, use, turnover, value added and franchise taxes, in each case imposed by any Governmental Authority, whether disputed or not, together with all interest, penalties and additions to tax imposed with respect thereto.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof, in each case filed or required to be filed with a Tax authority.

“Transaction Consent” means the irrevocable affirmative vote, written resolutions, and/or written consent, as applicable, in form and substance reasonably acceptable to HCIC, of holders of the Requisite Approval (including the Requisite Shareholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (whether provided separately or such consent being contained in the Plus Holdings Shareholders’ Written Resolutions).

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the HCIC Disclosure Schedule, the Ancillary Agreements and all other agreements, certificates and instruments executed and delivered by PubCo, HCIC, First Merger Sub, Second Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Transactions” means the transactions contemplated by this Agreement and the Transaction Documents.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

“VDR” means the virtual data room established by the Company or its Representatives, with access made available to HCIC and its Representatives.

“Warrant Agreement” means the Warrant Agreement, dated as of January 14, 2021, by and between HCIC and Continental Stock Transfer & Trust Company.

Section 1.02 Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Section 1.03 Construction.

(a)       Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and references to any Law shall include all rules and regulations promulgated thereunder, (ix) references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law and (x) “$” or “dollars” mean the lawful currency of the United States of America.

(b)       Any reference to “ordinary course of business” or business conducted “in the ordinary course” herein shall mean an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19); provided that, subject to Section 7.01(c), any action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 (including Outbreak Measures), shall be deemed to be in the ordinary course of business; provided, further, that, as COVID-19’s impact on the global economy and local economies in which the Company and Company Subsidiaries operate eases and/or Outbreak Measures lapse or are revoked or modified by Governmental Authorities, the ordinary course of business shall include the Company and Company Subsidiaries’ reasonable actions to return to operating the business in the ordinary course as that is informed by the Company and Company Subsidiaries’ operation of their respective businesses in the twelve (12) month-period prior to January 1, 2020.

(c)       The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(d)       Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and, when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(e)       All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(f)       The Schedules and Exhibits form an integral part of this Agreement and shall be construed, and have the same force and effect, as if expressly set out in the body hereof.

ARTICLE II

AGREEMENT AND PLAN OF MERGER

Section 2.01 The Mergers.

(a)       Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the Effective Time, Prime Merger Sub shall be merged with and into the Company. As a result of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act.

(b)       Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act.

(c)       Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger Sub shall cease and HCIC shall continue as the surviving entity of the Second Merger.

Section 2.02 Effective Time; Closing.

(a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing):

(i) the Company, Plus Holdings and Prime Merger Sub shall cause the F-Reorg Merger to be consummated by executing a plan of merger (the “F-Reorg Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Company and Prime Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the F-Reorg Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “F-Reorg Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the F-Reorg Merger effective hereinafter (the date and time agreed by each of the parties hereto and specified in the F-Reorg Merger Documents, being the “F-Reorg Time”);

(ii) no more than fifteen (15) Business Days following the F-Reorg Merger, PubCo, First Merger Sub and Plus Holdings shall cause the First Merger to be consummated by executing a plan of merger (the “First Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Plus Holdings and First Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger effective hereinafter; and,

(iii) simultaneously with the First Merger, PubCo, Second Merger Sub and HCIC shall cause the Second Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”, and, with the First Merger Documents, the “Merger Documents”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of the DGCL and mutually agreed by the parties (the date and time agreed by each of the parties hereto and specified in the Merger Documents, being the “Effective Time”).

(b) The consummation of the transactions, with the exception of the F-Reorg Merger, contemplated by this Agreement (the “Closing”) shall be held at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603 or by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Section 2.03 Effect of the Mergers.

(a) At the F-Reorg Time, the effect of the F-Reorg Merger shall be as provided in the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the F-Reorg Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Company and Prime Merger Sub shall immediately vest in the Company, (ii) all Company Shares and Company Assumed Convertible Securities immediately prior to the F-Reorg Time shall be cancelled and converted into the right to receive shares and convertible securities of Plus Holdings, as provided in Article III, (iii) all Prime Merger Sub Ordinary Shares shall be converted into the right to receive shares of the Company, as provided in Article III, (iv) all Plus Holdings Share(s) immediately prior to the F-Reorg Time shall be surrendered and cancelled for no consideration; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and Prime Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Company, and (vi) the separate corporate existence of Prime Merger Sub shall cease.

(b) At the Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of Plus Holdings and First Merger Sub shall immediately vest in the Surviving Corporation, (ii) all Plus Holdings Shares and Plus Holdings Assumed Convertible Securities immediately prior to the Effective Time shall be cancelled and converted into the right to receive shares and convertible securities of PubCo, as provided in Article III, (iii) all First Merger Sub Share(s) immediately prior to the Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of Plus Holdings, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of Plus Holdings and First Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Corporation, and (v) the separate corporate existence of First Merger Sub shall cease.

(c) At the Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of HCIC and Second Merger Sub shall vest in the Surviving Entity, (ii) all outstanding shares of HCIC Common Stock shall be converted into the right to receive shares of PubCo, as provided in Article III, (iii) all outstanding HCIC Warrants shall be converted into warrants for the right to receive shares of PubCo, as provided in Article III, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of HCIC and Second Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Entity and (v) the separate corporate existence of Second Merger Sub shall cease.

Section 2.04 Governing Documents.

At the F-Reorg Time, (i) the Company Charter, as in effect immediately prior to the F-Reorg Time, shall be amended and restated in its entirety to read as set forth on Exhibit C-1 attached hereto and, as so amended and restated, shall be the memorandum and articles of association of the Company until thereafter amended, (ii) the Plus Holdings Charter, as in effect immediately prior to the F-Reorg Time, shall be amended and restated in its entirety to read as set forth on Exhibit C-2 attached hereto and, as so amended and restated, shall be the memorandum and articles of association of Plus Holdings until thereafter amended. At the Effective Time, (i) the Plus Holdings Charter, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth on Exhibit C-3 attached hereto and, as so amended and restated, shall be the memorandum and articles of association of the Surviving Corporation until thereafter amended as provided by the Cayman Companies Act and such Charter (subject to Section 8.08); (ii) the HCIC Organizational Documents, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth on Exhibit D attached hereto and, as so amended and restated, shall be the certificate of formation and bylaws of the Surviving Entity until thereafter amended in accordance with their terms and as provided by the DGCL and such certificate of formation and bylaws (subject to Section 8.08); and (iii) the PubCo Charter, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth on Exhibit E attached hereto and, as so amended and restated, shall be the memorandum and articles of association of PubCo until thereafter amended as provided by the Cayman Companies Act and such Charter (subject to Section 8.08).

Section 2.05 Directors and Officers.

(a) The Parties will take all requisite actions such that the initial directors and officers of the Surviving Corporation immediately after the Effective Time shall be appointed in accordance with Section 2.05 of the Company Disclosure Schedule, each to hold office in accordance with the provisions of the Cayman Companies Act and the certificate of incorporation and memorandum and articles of association of the Surviving Corporation and until their respective successors are, in the case of the initial directors, duly elected or appointed and qualified and, in the case of the initial officers, duly appointed.

(b) The Parties will take all requisite actions such that the initial directors and officers of the Surviving Entity immediately after the Effective Time shall be appointed in accordance with Section 2.05 of the Company Disclosure Schedule, each to hold office in accordance with the provisions of the DGCL, and the certificate of formation and bylaws of the Surviving Entity and until their respective successors are, in the case of the initial directors, duly elected or appointed and qualified and, in the case of the initial officers, duly appointed.

(c) The Parties shall cause the board of directors of PubCo (the “PubCo Board”) and the officers of PubCo as of immediately following the Effective Time shall be appointed in accordance with Section 2.05 of the Company Disclosure Schedule, each to hold office in accordance with the Cayman Companies Act and the memorandum and articles of association of PubCo and until their respective successors are, in the case of the directors, duly elected or appointed and qualified and, in the case of the officers, duly appointed.

Section 2.06 Post-Closing Reorganization.

Promptly following the Closing, PubCo shall (i) cause Plus Holdings to merge with and into Third Merger Sub via the Third Merger, in accordance with the Cayman Companies Act, with the result of such Third Merger being that the separate corporate existence of Plus Holdings shall cease and Third Merger Sub shall continue as the surviving entity of such merger, and (ii) cause Third Merger Sub to file an election that is effective the day after such merger to be classified as a disregarded entity for United States federal tax purposes under Treasury Regulations Section 301.7701-3.

ARTICLE III

CONVERSION OF SECURITIES; EXCHANGE OF COMPANY SECURITIES

Section 3.01 Conversion of Securities.

(a) Conversion of Company Securities. At the F-Reorg Time, by virtue of the F-Reorg Merger and without any action on the part of Plus Holdings, Prime Merger Sub, the Company or the holders of any of the following securities:

(i) Each Company Ordinary Share (including Company Restricted Shares), Company Series A-1 Preferred Share, Company Series A-2 Preferred Share, Company Series A-3 Preferred Share, Company Series A-4 Preferred Share, Company Series B Preferred Share, Company Series C Preferred Share and Company Series C-1 Preferred Share, that in each case is issued and outstanding immediately prior to the F-Reorg Time shall, as of the F-Reorg Time, be canceled by virtue of the F-Reorg Merger and converted into the right to receive, respectively, a Plus Holdings Ordinary Share, Plus Holdings Series A-1 Preferred Share, Plus Holdings Series A-2 Preferred Share, Plus Holdings Series A-3 Preferred Share, Plus Holdings Series A-4 Preferred Share, Plus Holdings Series B Preferred Share, Plus Holdings Series C Preferred Share or Plus Holdings Series C-1 Preferred Share (which consideration shall hereinafter be referred to as the “Company Share Consideration”); provided, that each Company Restricted Share is converted into a Plus Holdings Share that has and is subject to substantially the same terms and conditions (including vesting terms) as were applicable to such Company Restricted Share immediately before the F-Reorg Time. All of the Company Shares converted into the right to receive Plus Holdings Shares pursuant to the foregoing sentence shall, in each case, no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, the register of members of Company shall be updated promptly at the F-Reorg Time to reflect such cancellations, and each holder of a share certificate of the Company previously representing any such Company Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Plus Holdings Shares into which such Company Ordinary Shares shall have been converted in the F-Reorg Merger, in accordance with this Section 3.01(a)(i) and as otherwise provided under the Cayman Companies Act.

(ii) Each Company Share held in the treasury of the Company as treasury shares, if any, shall be canceled by virtue of the F-Reorg Merger without any conversion thereof, and no payment or distribution shall be made with respect thereto.

(iii) Each Prime Merger Sub Ordinary Share issued and outstanding immediately prior to the F-Reorg Time shall, as of the F-Reorg Time, be converted into and exchanged for one validly issued, fully paid and nonassessable Company Ordinary Share.

(iv) The Company Assumed Convertible Securities will be assumed by Plus Holdings in accordance with their terms and converted into the right to receive the same number and type of securities in Plus Holdings having and being subject to substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Assumed Convertible Securities immediately before the F-Reorg Time, with the number of Plus Holdings Shares subject to each Plus Holdings Assumed Convertible Security and the per share exercise price of each Plus Holdings Assumed Convertible Security each equal to the same with respect to the applicable converted Company Assumed Convertible Security immediately before the F-Reorg Time.

(b) In connection with Plus Holdings’ assumption of the Company Restricted Shares and Company Assumed Convertible Securities that are Company Options at the F-Reorg Time pursuant to Section 3.01(a), Plus Holdings shall assume the Company Share Plans as of the F-Reorg Time. Prior to the F-Reorg Time and subject to the prior reasonable review and approval of HCIC (which approval shall not be unreasonably withheld, delayed or conditioned), the Company shall take all actions reasonably necessary to effect the transactions contemplated by Section 3.01(a) under the Company Share Plans and assume any contract applicable to any Company Option (whether written or oral, formal or informal), including delivering all required notices, obtaining all necessary approvals and consents and delivering evidence reasonably satisfactory to HCIC that all necessary determinations by the board of directors of the Company (the “Company Board”) or applicable committee of the Company Board to assume and convert Company Restricted Shares and Company Options in accordance with Section 3.01(c) have been made.

(c) Conversion of Plus Holdings Securities. At the Effective Time, by virtue of the First Merger and without any action on the part of PubCo, Plus Holdings, First Merger Sub or the holders of any of the following securities:

(i) Each Plus Holdings Ordinary Share, Plus Holdings Restricted Shares, Plus Holdings Series A-1 Preferred Share, Plus Holdings Series A-2 Preferred Share, Plus Holdings Series A-4 Preferred Share, Plus Holdings Series B Preferred Share, Plus Holdings Series C Preferred Share and Plus Holdings Series C-1 Preferred Share, that is issued and outstanding immediately prior to the Effective Time shall, as of the Effective Time, be canceled by virtue of the First Merger and converted into the right to receive the number of PubCo Class A Ordinary Shares equal to the Exchange Ratio; provided, that each Plus Holdings Restricted Share is converted into a PubCo Class A Ordinary Share that has and is subject to substantially the same terms and conditions (including vesting terms) as were applicable to such Plus Holdings Restricted Share immediately before the Effective Time. All of the Plus Holdings Ordinary Shares (that are not Plus Holdings Restricted Shares) converted into the right to receive PubCo Class A Ordinary Shares shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, the register of members of Plus Holdings shall be updated promptly at the Effective Time to reflect such cancellation, and each holder of a share certificate of Plus Holdings previously representing any such shares of Plus Holdings Shares (that are not Plus Holdings Restricted Shares) shall thereafter cease to have any rights with respect to such securities, except the right to receive the PubCo Class A Ordinary Shares into which such Plus Holdings Shares shall have been converted in the First Merger and as otherwise provided under the Cayman Companies Act.

(ii) Each Plus Holdings Series A-3 Preferred Share that is issued and outstanding immediately prior to the Effective Time shall, as of the Effective Time, be canceled by virtue of the Merger and converted into the right to receive the number of PubCo Class B Ordinary Shares equal to the Exchange Ratio (which consideration, collectively with the per share consideration described in Section 3.01(c)(i), shall hereinafter be referred to as the “Plus Holdings Share Consideration”). All of the Plus Holdings Series A-3 Preferred Shares so converted into the right to receive PubCo Class B Ordinary Shares shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, the register of members of Plus Holdings shall be updated promptly at the Effective Time to reflect such cancellation, and each holder of a share certificate of Plus Holdings previously representing any such shares of Plus Holdings Series A-3 Preferred Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the PubCo Class B Ordinary Shares into which such Plus Holdings Series A-3 Preferred Shares shall have been converted in the First Merger and as otherwise provided under the Cayman Companies Act.

(iii) Each Plus Holdings Share held in the treasury of Plus Holdings as treasury shares, if any, shall be canceled by virtue of the Merger without any conversion thereof, and no payment or distribution shall be made with respect thereto.

(iv) Each share of First Merger Sub Ordinary Shares issued and outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.000002 per share, of the Surviving Corporation.

(v) The Plus Holdings Assumed Convertible Securities will be assumed by PubCo in accordance with their terms and converted into the right to receive the same type of securities in PubCo having and being subject to substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to such Plus Holdings Assumed Convertible Security immediately before the Effective Time, except that each Plus Holdings Assumed Convertible Securities will be exercisable for the number of PubCo Shares that is equal to the product of (A) the number of Plus Holdings Shares subject to such Plus Holdings Assumed Convertible Security as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of PubCo Shares, at an exercise price per PubCo Share equal to the quotient obtained by dividing (x) the per share exercise price of such Plus Holdings Assumed Convertible Security by (y) the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that the exercise price and the number of PubCo Class A Ordinary Shares purchasable under any converted Plus Holdings Option will be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; and provided further, that all Plus Holdings Shares to be issued upon exercise of Plus Holdings Assumed Convertible Securities will be PubCo Class A Ordinary Shares.

(d) In connection with PubCo’s assumption of the Plus Holdings Restricted Shares and Plus Holdings Assumed Convertible Securities that are Plus Holdings Options pursuant to Section 3.01(c), PubCo shall assume the Company Share Plans as of the Effective Time. Prior to the Effective Time and subject to the prior reasonable review and approval of HCIC (which approval shall not be unreasonably withheld, delayed or conditioned), Plus Holdings shall take all actions reasonably necessary to effect the transactions contemplated by Section 3.01(c) under the Company Share Plans and assume any contract applicable to any Plus Holdings Option (whether written or oral, formal or informal), including delivering all required notices, obtaining all necessary approvals and consents and delivering evidence reasonably satisfactory to HCIC that all necessary determinations by the board of directors of the Plus Holdings (the “Plus Holdings Board”) or applicable committee of the Plus Holdings Board to assume and convert Plus Holdings Restricted Shares and Plus Holdings Options in accordance with Section 3.01(c) have been made.

(e) For the avoidance of doubt, the number of shares to be issued as Plus Holdings Share Consideration will not exceed the Plus Holdings Merger Shares less the number of shares that could be issued with respect to the Plus Holdings Assumed Convertible Securities excluding the Plus Holdings Share Purchase Warrant; provided, that a sufficient number of PubCo Class A Ordinary Shares held by PubCo as treasury shares (which for the avoidance of doubt are not part of the Plus Holdings Merger Shares or the Plus Holdings Merger Share Consideration) shall be available to satisfy the Plus Holdings Share issuance under the Plus Holdings Share Purchase Warrant.

(f) Conversion of HCIC Common Securities. At the Effective Time, by virtue of the Second Merger and without any action on the part of PubCo, HCIC, Second Merger Sub or the holders of any of the following securities:

(i) Each share of HCIC Common Stock that is issued and outstanding immediately prior to the Effective Time (that is not an Excluded Share) shall be canceled and converted into the right to receive the HCIC Merger Consideration. Each share of HCIC Common Stock (that is not an Excluded Share) converted into the right to receive the HCIC Merger Consideration shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate previously representing any such share of HCIC Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the HCIC Merger Consideration into which such share of HCIC Common Stock shall have been converted in the Second Merger.

(ii) Any HCIC Securities held in the treasury of HCIC shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto.

(iii) Each share of HCIC Common Stock for which a Redeeming Stockholder has exercised its right to redeem such shares of HCIC Common Stock shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

(iv) Each share in Second Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Entity.

(v) Each HCIC Warrant that is issued and outstanding immediately prior to the Effective Time shall, pursuant to and in accordance with the Warrant Agreement, be automatically and irrevocably modified to provide that each such HCIC Warrant shall no longer entitle the holder thereof to purchase the number of shares of HCIC Class A Common Stock set forth therein, and in substitution thereof each such HCIC Warrant shall entitle the holder thereof to acquire an equal number of PubCo Class A Ordinary Shares.

Section 3.02 Delivery of Plus Holdings & PubCo Securities.

(a) Exchange of Company Securities.

(i) F-Reorg Exchange. On the Closing Date and at the F-Reorg Time, Plus Holdings shall certify changes to its Register of Members which reflect the conversion of Company Securities, in accordance with this Article III, into the number of Plus Holdings Ordinary Shares, Plus Holdings Series A-1 Preferred Shares, Plus Holdings Series A-2 Preferred Shares, Plus Holdings Series A-3 Preferred Shares, Plus Holdings Series A-4 Preferred Shares, Plus Holdings Series B Preferred Shares, Plus Holdings Series C Preferred Shares and Plus Holdings Series C-1 Preferred Shares which constitute the aggregate Company Share Consideration payable in accordance with this Agreement.

(ii) F-Reorg Exchange Procedures. As soon as practicable following the F-Reorg Time, and in any event within two (2) Business Days following the F-Reorg Time (but in no event prior to the F-Reorg Time), Plus Holdings shall deliver or cause to be delivered to each holder of Company Shares, as of immediately prior to the F-Reorg Time, represented by book-entry, the applicable Company Share Consideration in accordance with the provisions of Section 3.01(c)(i) and such Company Shares shall forthwith be cancelled.

(iii) No Further Rights in Company Ordinary Shares or Company Preferred Shares. The Company Share Consideration payable upon conversion of the Company Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares.

(iv) No Liability. None of the Plus Holdings, the Company, the Surviving Corporation or the Surviving Entity shall be liable to any holder of Company Shares for any such Company Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.02(a).

(v) F-Reorg Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to HCIC and Plus Holdings a schedule (the “F-Reorg Payment Schedule”) showing the allocation of the Company Shares to each of the holders of Company Securities at the Closing, as well as the corresponding number and class of Plus Holdings Shares to be issued to such holders of Company Securities pursuant to Section 3.01.

(b) Exchange of Plus Holdings Securities.

(i) Exchange. On the Closing Date, PubCo shall deposit, or shall cause to be deposited, with a bank or trust company that shall be designated by HCIC and is reasonably satisfactory to Plus Holdings (the “Exchange Agent”), for the benefit of the holders of Plus Holdings Securities, for exchange in accordance with this Article III, the number of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares as shall be sufficient to deliver the aggregate Plus Holdings Share Consideration payable in accordance with this Agreement (such PubCo Shares being hereinafter referred to as the “Exchange Fund”). PubCo shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Plus Holdings Share Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose.

(ii) Exchange Procedures. As soon as practicable following the Effective Time, and in any event within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), PubCo shall cause the Exchange Agent to deliver to each holder of Plus Holdings Shares, as of immediately prior to the Effective Time, represented by book-entry, the applicable Plus Holdings Share Consideration in accordance with the provisions of Section 3.01(c)(i) and such Plus Holdings Shares shall forthwith be cancelled.

(iii) No Further Rights in Plus Holdings Ordinary Shares or Plus Holdings Preferred Shares. The Plus Holdings Share Consideration payable upon conversion of the Plus Holdings Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Plus Holdings Shares.

(iv) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Plus Holdings Shares for one year after the Effective Time shall be delivered to PubCo, upon demand, and any holders of Plus Holdings Shares who have not theretofore complied with this Section 3.02 shall thereafter look only to PubCo for the applicable Plus Holdings Share Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Plus Holdings Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of PubCo free and clear of any claims or interest of any person previously entitled thereto.

(v) No Liability. None of the Exchange Agent, PubCo, the Surviving Corporation or the Surviving Entity shall be liable to any holder of Plus Holdings Shares for any such Plus Holdings Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.02(a).

(vi) Merger Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Plus Holdings shall deliver to HCIC, PubCo and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing the allocation of the Plus Holdings Shares to each of the holders of Plus Holdings Securities at the Closing, as well as the corresponding number and class of PubCo Shares to be issued to such holders of Plus Holdings Securities pursuant to Section 3.01.

(c) Exchange of HCIC Securities.

(i) HCIC Class A Common Stock. As promptly as reasonably practicable after the Effective Time, PubCo shall cause to be mailed to each holder of record of HCIC Common Stock a letter of transmittal in customary form to be approved by HCIC (such approval not to be unreasonably withheld, conditioned or delayed) prior to the Closing (the “HCIC Letter of Transmittal”), which shall have customary representations and warranties as to title, authorization, execution and delivery and specify that delivery shall be effected, and risk of loss and title to the HCIC Common Stock shall pass, only upon delivery of the HCIC Common Stock to PubCo (including all certificates representing HCIC Common Stock (each, a “Certificate” and, collectively, the “Certificates”), to the extent such HCIC Common Stock is certificated), together with instructions thereto. Upon the receipt of an HCIC Letter of Transmittal (accompanied with all Certificates representing HCIC Common Stock of the holder of such HCIC Common Stock, to the extent such HCIC Common Stock is certificated) duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by PubCo, the holder of such HCIC Common Stock shall be entitled to receive in exchange therefor (i) the HCIC Merger Consideration into which such HCIC Common Stock have been converted pursuant to Section 3.01(f) and (ii) dividends declared after the Effective Time which are unpaid, if any. Until surrendered as contemplated by this Section 3.02(c), each HCIC Common Stock shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the HCIC Merger Consideration which the holders of HCIC Common Stock were entitled to receive in respect of such shares pursuant to this Section 3.02(c) (plus any dividends declared after the Effective Time which are unpaid, if any).

(ii) Lost Certificate. In the event any certificate of HCIC Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by PubCo, the provision by such Person of a customary indemnity against any claim that may be made against PubCo with respect to such certificate, and PubCo shall issue in exchange for such lost, stolen or destroyed certificate the HCIC Merger Consideration, deliverable in respect thereof as determined in accordance with this Article III.

(iii) No Further Rights in HCIC Common Stock. The HCIC Merger Consideration payable upon conversion of the HCIC Common Stock in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such HCIC Common Stock.

(iv) Termination of Claims. Any holders of HCIC Common Stock who have not complied with this Section 3.02 shall look only to PubCo for the applicable HCIC Merger Consideration. Any portion of HCIC Merger Consideration remaining unclaimed by holders of HCIC Common Stock as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of PubCo free and clear of any claims or interest of any person previously entitled thereto.

(v) No Liability. None of the Exchange Agent, PubCo, the Surviving Corporation or the Surviving Entity shall be liable to any holder of HCIC Common Stock for any such HCIC Common Stock Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.02(a).

(d) Withholding Rights. Notwithstanding anything in this Agreement to the contrary, each of PubCo, the Surviving Corporation, Surviving Entity, HCIC, First Merger Sub, Second Merger Sub and the Exchange Agent shall be entitled to deduct and withhold from amounts (including shares, options or other property) otherwise payable, issuable or transferable pursuant to this Agreement to any holder of Plus Holdings Securities, Company Securities or HCIC Securities such amounts as it is required to deduct and withhold with respect to such payment, issuance or transfer under the Code or any provision of state, local or non-U.S. Tax Law; provided that the parties shall cooperate and use reasonable efforts to reduce, minimize or eliminate any applicable withholding to the extent reasonably permitted under applicable Tax law. To the extent that amounts are so deducted or withheld and timely paid to the applicable Governmental Authority in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid, issued or transferred to the holder of the Plus Holdings Securities, Company Securities or HCIC Securities (or intended recipients of compensatory payments) in respect of which such deduction and withholding was made.

(e) Fractional Shares. No certificates or scrip or shares representing fractional PubCo Shares shall be issued upon the exchange of Plus Holdings Shares or HCIC Class A Common Stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of PubCo or a holder of PubCo Shares. In lieu of any fractional share of PubCo Shares to which any holder of Plus Holdings Shares would otherwise be entitled, the Exchange Agent shall round up to the nearest whole share of PubCo Shares, as applicable. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

(f) Adjustments to Plus Holdings Share Consideration and HCIC Merger Consideration. The Plus Holdings Share Consideration and HCIC Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PubCo Shares occurring on or after the Original Signing Date and prior to the Effective Time.

Section 3.03 Register of Members. At the Effective Time, upon the register of members of Plus Holdings being updated pursuant to the First Merger, there shall be no further registration of transfers of Plus Holdings Securities thereafter on the records of Plus Holdings. From and after the Effective Time, the holders of Plus Holdings Securities outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Plus Holdings Securities, except as otherwise provided in this Agreement or by Law.

Section 3.04 Closing Date Indebtedness; Payment of Expenses.

(a) No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, the Company shall provide to HCIC a written report setting forth (i) the Company’s good faith U.S. Dollar amount of any estimate of the Indebtedness of the Company as of 12:00:01 A.M. on the Closing Date (“Closing Date Indebtedness”) and (ii) a list of all of the fees, expenses and disbursements incurred by or on behalf of the Company, the Company Subsidiaries (for the avoidance of doubt, including Plus Holdings), PubCo, First Merger Sub and/or Second Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date, including: (A) the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions and (B) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (all such listed amounts referenced in this clause (ii) collectively, the “Company Transaction Expenses”). On the Closing Date, following the consummation of the Closing, HCIC shall pay or cause to be paid, by wire transfer of immediately available funds, all such Company Transaction Expenses. For the avoidance of doubt, the Company Transaction Expenses shall only be paid or reimbursed by HCIC if the Closing is consummated and shall not include any fees and expenses of the Company’s shareholders.

(b) No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, HCIC shall provide to the Company a written report setting forth a list of all fees, expenses and disbursements incurred by or on behalf of HCIC for outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers engaged by or on behalf of HCIC (including with respect to the PIPE Financing) or otherwise in connection with HCIC’s operations (together with written invoices and wire transfer instructions for the payment thereof) (collectively, the “HCIC Transaction Expenses”). On the Closing Date, simultaneously with the Closing, HCIC shall pay or cause to be paid, by wire transfer of immediately available funds.

(c) Except as set forth in this Section 3.04 or elsewhere in this Agreement, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Mergers or Transactions are consummated.

(d) HCIC shall not be required to pay or cause to be paid any HCIC Transaction Expenses or Company Transaction Expenses other than in accordance with this Section 3.04.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company’s disclosure schedule delivered by the Company to HCIC in connection with this Agreement (the “Company Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced), the Company hereby represents and warrants to HCIC as follows, in each case as of the Original Signing Date, except to the extent that any such representation and warranty (i) is expressly made as of or in respect of a specific date, in which case such representation and warranty shall be made as of such date and (ii) is not expressly made as of or in respect of a specific date, in which case such representation and warranty shall also be made as of the Closing Date as provided in Section 9.02(a):

Section 4.01 Organization and Qualification; Subsidiaries; JV.

(a) Each of the Company, each subsidiary of the Company (each, with the exception of PubCo, First Merger Sub and Second Merger Sub, but, for the avoidance of doubt including Plus Holdings, a “Company Subsidiary”) is a corporation, company or other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and, except as set forth on Section 4.01(a) of the Company Disclosure Schedule, has all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b) Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be expected to have a Company Material Adverse Effect.

(c) The JV is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization.

(d) A true and complete list of all the Company Subsidiaries, as well as the JV, together with the jurisdiction of incorporation of the JV and each Company Subsidiary and the percentage of the equity interest in the JV and each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 4.01(d) of the Company Disclosure Schedule. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

Section 4.02 Certificate of Incorporation and Bylaws. The Company has heretofore furnished to HCIC a complete and correct copy of the Company Existing SHA, Company Charter and the certificate of incorporation and the bylaws or equivalent organizational documents, to the extent applicable, of the JV and each Company Subsidiary, each as amended, restated or otherwise modified as of the Original Signing Date, the Amendment Signing Date and the Closing Date. Such certificates of incorporation, bylaws or equivalent organizational documents, and Company Charter are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents, or the Company Charter. The Company is not in violation of any of the provisions of any of the organizational documents of the JV, and, to the Company’s knowledge, neither the JV nor any other equityholder of the JV is in violation of any of the provisions of any of the organizational documents of the JV.

Section 4.03 Capitalization.

(a) As of the Original Signing Date, the authorized share capital of the Company was $50,000.00 divided into 23,490,687,078 Ordinary Shares, 159,057,400 Series A-1 Preferred Shares, 41,757,975 Series A-2 Preferred Shares, 392,555,925 Series A-3 Preferred Shares, 72,349,085 Series A-4 Preferred Shares, 658,373,725 Series B Preferred Shares and 185,218,812 Series C Preferred Shares. As of the Original Signing Date, (i) 491,845,164 Ordinary Shares were issued and outstanding, (ii) 159,057,400 Series A-1 Preferred Shares were issued and outstanding, (iii) 41,757,975 Series A-2 Preferred Shares were issued and outstanding, (iv) 392,555,925 Series A-3 Preferred Shares were issued and outstanding, (v) 72,349,085 Series A-4 Preferred Shares were issued and outstanding, (vi) 340,025,280 Series B Preferred Shares were issued and outstanding, (vii) 185,218,812 Series C Preferred Shares were issued and outstanding, (viii) no Company Shares were held in the treasury of the Company as treasury shares and (ix) except as set forth on Section 4.03(a) of the Company Disclosure Schedule, no Company Shares were reserved for future issuance pursuant to (A) the Company Share Awards, (B) the Company Share Purchase Warrant and (C) subscription agreements.

(b) As of the Amendment Signing Date, the authorized share capital of the Company was $50,000.00 divided into 23,069,984,668 Ordinary Shares, 159,057,400 Series A-1 Preferred Shares, 41,757,975 Series A-2 Preferred Shares, 392,555,925 Series A-3 Preferred Shares, 72,349,085 Series A-4 Preferred Shares, 658,373,725 Series B Preferred Shares, 185,218,812 Series C Preferred Shares and 420,702,410 Series C-1 Preferred Shares. As of the Amendment Signing Date, (i) 491,845,164 Ordinary Shares were issued and outstanding, (ii) 159,057,400 Series A-1 Preferred Shares were issued and outstanding, (iii) 41,757,975 Series A-2 Preferred Shares were issued and outstanding, (iv) 392,555,925 Series A-3 Preferred Shares were issued and outstanding, (v) 72,349,085 Series A-4 Preferred Shares were issued and outstanding, (vi) 340,025,280 Series B Preferred Shares were issued and outstanding, (vii) 185,218,812 Series C Preferred Shares were issued and outstanding, (viii) no Series C-1 Preferred Shares were issued and outstanding, (ix) no Company Shares were held in the treasury of the Company as treasury shares and (x) except as set forth on Section 4.03(b) of the Company Disclosure Schedule, no Company Shares were reserved for future issuance pursuant to (A) the Company Share Awards, (B) the Company Share Purchase Warrant and (C) subscription agreements.

(c) Except as set forth on Section 4.03(c) of the Company Disclosure Schedule, all outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable, including that all amounts provided for in any agreements for the purchase of shares of the Company have been fully paid and such shares have been issued prior to the Original Signing Date. Section 4.03(c) of the Company Disclosure Schedule sets forth any subscription agreements for unissued shares of the Company, including the number and class/series of shares to be issued/purchased, the cash amounts to be paid therefor and the Subscription Payment Date for each.

(d) Other than the Company Options, Company Restricted Shares, the Historical Subscription Agreements and the Company Share Purchase Warrant, and except as set forth on Section 4.03(d) of the Company Disclosure Schedule, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for shares or other equity or other voting interests in, the Company or any Company Subsidiary. As of the Original Signing Date, except for the Company Options and Company Restricted Shares and except as set forth on Section 4.03(d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary was a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary had granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares, or other securities or ownership interests in, the Company or any Company Subsidiary. Except as set forth on Section 4.03(d) of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which the Company or any Company Subsidiary is a party, or, to the Company’s knowledge, among any holder of Company Shares or any other equity interests or other securities of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is not a party, with respect to the voting or transfer of the Company Shares or any of the equity interests or other securities of the Company or any of the Company Subsidiaries. Except for the Company Subsidiaries and/or as set forth on Section 4.03(d) of the Company Disclosure Schedule, the Company does not own any equity interests in any person.

(e) Section 4.03(e) of the Company Disclosure Schedule sets forth the following information with respect to each Company Share Award outstanding, if applicable: (i) the number of shares of the Company subject to such Company Share Award; (ii) the exercise or purchase price applicable to the Company Securities that may be acquired pursuant to such Company Share Award; (iii) the date on which such Company Share Award was granted, (iv) the vesting provisions applicable to such Company Share Award. Schedule 4.03(c) also lists the full legal names of (x) all the record holders of all Company Share Awards and (y) holders of Company Share Awards who are required by applicable Law to be disclosed as beneficial holders thereof on the Form F-4. All shares of the Company subject to issuance pursuant to Company Share Awards, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.

(f) Except as set forth on Section 4.03(f) of the Company Disclosure Schedule, the Company has given proper notice to the holder thereof if required thereunder.

(g) Except as set forth on Section 4.03(g) of the Company Disclosure Schedule, the Company is not in breach or default under any agreement related to Company Securities, including the Company Share Plans, the Company Share Purchase Warrant, and this Agreement and the Transactions consummated in connection therewith shall not result in any breach or default, or trigger acceleration, termination or other term adverse to the Company, under any such agreements (including the Company Share Purchase Warrant).

(h) Except as set forth on Section 4.03(h) of the Company Disclosure Schedule, the Company there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Company or any capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Company Subsidiary.

(i) (i) There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Share Award as a result of the proposed Transactions herein, (ii) the Transactions will not result in, constitute or cause a Triggering Event (as such term is defined under the Company Share Plans, including with respect to termination of the Company Share Plans, as applicable), (iii) the number of shares issuable pursuant to outstanding Company Share Awards made pursuant to the 2017 Company Share Plan does not exceed the number of Company Shares held in trust by Zedra Trust Company (Cayman) Limited, as trustee of PlusAI Elite Employee Benefit Trust (the “Zedra Trust”), with respect to the Company Share Plans, (iv) no shares have ever been transferred out of the Zedra Trust, (v) all outstanding Company Shares, all outstanding Company Share Awards and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted in compliance with (A) all applicable securities Laws and other applicable Laws and (B) all preemptive rights and other requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party and the organizational documents of the Company and the Company Subsidiaries, as applicable, and (vi) pursuant to the Transactions there will be no Company Preferred Shares outstanding immediately prior to the Effective Time, and therefore, no Company Preferred Shares will be converted into Company Ordinary Shares under the provisions of the Company Charter as a result of the Transactions.

(j) Section 4.03(j) of the Company Disclosure Schedule sets forth the amount of issued and outstanding share capital or registered capital of the JV and of each Company Subsidiary and the amount of paid-in capital of the JV as of the Original Signing Date. The outstanding shares of capital stock or the equity interests of the JV owned by Suzhou PlusAI and of each Company Subsidiary have been duly authorized, validly issued, and are fully paid and nonassessable, and such shares or equity interests are owned 100% by the Company or another Company Subsidiary free and clear of all Liens, options, rights of first refusal and limitations on the Company’s or any Company Subsidiary’s voting rights, other than transfer restrictions under applicable securities Laws and their respective organizational documents. The Transactions will not constitute a “change of control” under the JV’s governing documents (as such term is used in the JV governing documents, including any shareholders agreement and/or articles of association).

(k) Except as set forth on Section 4.03(k) of the Company Disclosure Schedules and for the Company Shares held by the shareholders of the Company, the Company Options, the Company Restricted Shares, the Historical Subscription Agreements and the Company Share Purchase Warrant, no shares or other equity or voting interest of the Company, or options, warrants or other rights to acquire any such shares or other equity or voting interest, of the Company is authorized or issued and outstanding.

(l) All outstanding Company Shares and all outstanding shares of capital stock or other equity securities (as applicable) of each Company Subsidiary have been issued and granted in compliance with (i) applicable securities Laws and other applicable Laws and (ii) any preemptive rights and other similar requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party.

(m) As of the Original Signing Date, the authorized share capital of Plus Holdings consisted of 25,000,000,000 ordinary shares, par value $0.000002 per share (the “Plus Holdings Ordinary Shares”). As of the Original Signing Date, the Company was the sole owner of all (100%) of the issued and outstanding shares of Plus Holdings. All outstanding shares of Plus Holdings Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights and are held by the Company free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the Plus Holdings Organizational Documents

(n) As of the Original Signing Date, the authorized share capital of Prime Merger Sub consisted of 25,000,000,000 ordinary shares, par value $0.000002 per share (the “Prime Merger Sub Ordinary Shares”). As of the Original Signing Date, Plus Holdings was the sole owner of all (100%) of the issued and outstanding shares of Prime Merger Sub. All outstanding shares of Prime Merger Sub Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights and are held by Plus Holdings free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the Prime Merger Sub Organizational Documents.

Section 4.04 Authority Relative to This Agreement. Each of the Company and each Company Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receiving the Company Shareholder Approval and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have, in each case, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than Company Shareholder Approval, and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by HCIC, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions. To the knowledge of the Company, no other state takeover Law is applicable to the Mergers or the other Transactions.

Section 4.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of the Company and each Company Subsidiary does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Cayman Companies Act and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule, including Company Shareholder Approval, being made, obtained or given, the performance of this Agreement by the Company will not (i) conflict with or violate the Company Charter or the certificate of incorporation or bylaws or any equivalent organizational documents of any Company Subsidiary (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.05(b) of the Company Disclosure Schedule have been obtained and all filings and obligations described in Section 4.05(b) of the Company Disclosure Schedule have been made, conflict with or violate any United States or non-U.S. statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset thereof is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any Material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore provided HCIC with true and correct copies of executed waivers from those shareholders of the Company listed on Section 4.05(a) of the Company Disclosure Schedules (the “Waivers”), and, as a result of the Waivers, no prior written consent shall be required from the signatories of the Waivers in their capacity as a Key Series B Investor, Key Series C Investor or a Key Series C-1 Investor, as the case may be.

(b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any United States federal, state, county, local or non-U.S. government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover Laws, the pre-merger notification requirements of the HSR Act and filing with and registration by the Registrar of Companies of appropriate merger documents as required by the Cayman Companies Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.06 Permits; Compliance. Except as set forth on Section 4.06 of the Company Disclosure Schedule, each of the Company and each Company Subsidiary is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and each Company Subsidiary to own, lease and operate its properties or to carry on its respective business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not reasonably be expected to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to such Person, or by which any property or asset of such Person is bound or affected, or (b) any Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law.

Section 4.07 Financial Statements.

(a) The Company has heretofore furnished to HCIC true and complete copies of the audited consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2019, as for the year then ended which contain an unqualified report of the Company’s auditors (the “2019 Audited Financial Statements”) and a copy of the draft consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2020 (the “2020 Financial Statements”), which are attached as Section 4.07(a) of the Company Disclosure Schedule. The 2019 Audited Financial Statements (including the notes thereto) (i) were prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were audited in accordance with the auditing standards of the AICPA. The 2020 Financial Statements (including the notes thereto) (i) were prepared in accordance with Regulation S-X and GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were prepared in accordance with PCAOB standards.

(b) The Company has heretofore made available to HCIC true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 (the “Interim Financial Statements Date”), and the related unaudited consolidated statements of operations and comprehensive loss and cash flows of the Company and the Company Subsidiaries for the three-month period then ended (collectively, the “Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to recurring adjustments normally made at year-end, including accounting for the Company’s preferred stock, warrants, and share-based awards.

(c) Except as and to the extent set forth on the Audited Financial Statements or the Interim Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business of the Company and each Company Subsidiary, as applicable, since the Interim Financial Statements Date, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which would not, individually or in the aggregate, be material and adverse to the Company and Company Subsidiaries, taken as a whole.

(d) Since the Formation Date, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

(e) All accounts receivable of the Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2020, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.

(f) All accounts payable of the Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.

Section 4.08 Absence of Certain Changes or Events. Since December 31, 2020 and prior to the Original Signing Date, except as otherwise expressly contemplated by this Agreement or as set forth in Section 4.08 of the Company Disclosure Schedules, (a) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any Outbreak Measures, (b) neither the Company nor any of the Company Subsidiaries have sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title or interest in or to any of their respective material assets (including Company Owned IP) other than revocable non-exclusive licenses (or sublicenses of Company Owned IP granted in the ordinary course of business), (c) there has not been a Company Material Adverse Effect and (d) none of the Company nor any Company Subsidiary has taken any action that, if taken after the Original Signing Date, would constitute a material breach of any of the covenants set forth in Section 7.01.

Section 4.09 Absence of Litigation. Except as set forth on Section 4.09 of the Company Disclosure Schedule, there is no material Action or arbitration pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary. Except for any order relating to Outbreak Measures, none of the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary is, subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

Section 4.10 Employee Benefit Plans.

(a) Section 4.10(a) of the Company Disclosure Schedule lists all Employee Benefit Plans that are maintained, contributed to, required to be contributed to, or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant, to which the Company or any Company Subsidiary is a party, or under which the Company or any Company Subsidiary has or could incur any material liability (contingent or otherwise) (collectively, the “Plans”).

(b) With respect to each Plan, the Company has heretofore furnished to HCIC, if applicable, true and complete copies of (i) the current plan document and all amendments thereto and each trust or other funding arrangement, (ii) the most recent summary plan description and summaries of material modifications thereto, (iii) the most recently filed Internal Revenue Service (“IRS”) Form 5500 annual report and accompanying schedules, (iv) the most recently received IRS determination, opinion or advisory letter and (v) any material, non-routine correspondence with any Governmental Authority since the Formation Date. Neither the Company nor any Company Subsidiary has any express commitment to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code, or other applicable Law.

(c) No Plan is or was since the Formation Date, nor does the Company, any Company Subsidiary or any ERISA Affiliate have or is reasonably expect to have any liability or obligation under any, (i) multiemployer plan (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA), (ii) single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (iii) multiple employer plan subject to Section 413(c) of the Code or (iv) multiple employer welfare arrangement under ERISA.

(d) Neither the Company nor any Company Subsidiary is nor will be obligated to, whether under any Plan or otherwise, pay separation, severance, termination or similar benefits to any person directly as a result of any Transaction, nor will any Transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual. The Transactions shall not be the direct or indirect cause of any amount paid or payable by the Company or any Company Subsidiary being classified as an “excess parachute payment” under Section 280G of the Code.

(e) No Plans provide, nor does the Company nor any Company Subsidiary have or reasonably expect to have any obligation to provide, medical or other welfare benefits to any current or former employee, officer, director or consultant of the Company or any Company Subsidiary after termination of employment or service, except as may be required under Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

(f) Each Plan is, and has been since the Formation Date, in compliance, in all material respects, with its terms and the requirements of all applicable Laws including ERISA and the Code. The Company, each Company Subsidiary and all ERISA Affiliates have performed, in all material respects, all obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any default or violation in any material respect by any party to, any Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that could reasonably be expected to give rise to any such Action.

(g) Each Plan that is intended to be qualified under Section 401(a) of the Code has (i) timely received a favorable determination letter from the IRS that the Plan is so qualified and each trust established in connection with such Plan is exempt from federal income Tax under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion or advisory letter from the IRS, and to the knowledge of Company, no fact or event has occurred since the date of such determination or opinion letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(h) There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) nor any reportable event (within the meaning of Section 4043 of ERISA) with respect to any Plan that could reasonably be expected to result in material liability to the Company or any of the Company Subsidiaries. There have been no acts or omissions by the Company, any Company Subsidiary or any ERISA Affiliate that have given or could reasonably be expected to give rise to any material fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Section 511 or Chapter 43 of the Code for which the Company, any Company Subsidiary or any ERISA Affiliate may be liable.

(i) All contributions, premiums or payments required to be made with respect to any Plan have been timely made to the extent due or properly accrued on the consolidated financial statements of the Company and the Company Subsidiaries, except as would not result in material liability to the Company and the Company Subsidiaries.

(j) The Company, each Company Subsidiary and each ERISA Affiliate has complied in all material respects with the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Subtitle B of Title I of ERISA, with respect to each Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code.

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

(l) Each Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated, in all material respects, in compliance with the provisions of Section 409A of the Code, and no additional Tax under Section 409A(a)(1)(B) of the Code has been or could reasonably be expected to be incurred by a participant in any such Plan.

(m) The Company has heretofore furnished to HCIC (x) an accurate and complete copy of the Company Share Plans, (y) a form of Share Grant Agreement and (z) a form of Share Option Agreement each for options granted as (1) number of shares and (2) value of shares. Except as set forth on Section 4.10(m) of the Company Disclosure Schedule, any grant under any Company Share Award agreement conforms to the forms heretofore provided. No Company Option was granted with an exercise price per share less than the fair market value of the underlying Company Ordinary Shares as of the date such Company Option was granted. Except as set forth on Section 4.10(m) of the Company Disclosure Schedule, all existing holders of Company Shares have obtained or completed all the relevant approvals from and/or filings with the competent Governmental Authorities with respect to their subscription and acquisition of Company Shares, including with limitation the approvals or filings required for Chinese companies or individuals’ outbound investment in the Company. No official agent or representative of any Governmental Authority is party to any Company Share Award. The Company has given proper notice of the Transactions to any Company Share Award recipient, if and as required under the applicable Company Share Award agreement.

Section 4.11 Labor and Employment Matters.

(a) Section 4.11(a) of the Company Disclosure Schedule sets forth (x) a true, correct and complete list of nineteen key employees of the Company and any Company Subsidiary as of the Original Signing Date, and sets forth for each such individual the following: (i) full name of individual; (ii) title or position (including whether full or part time); (iii) location; (iv) hire date and service date (if different); (v) current annualized base salary or (if paid on an hourly basis) hourly rate of pay; (vi) commission, bonus or other incentive-based compensation; (vii) for U.S.-based employees only, exemption status under federal and state law; and (viii) visa status, and (y) true, correct and complete aggregated employee information, for employees located in each of the US and in China, and sets forth for each category of employee located therein the following, on an aggregate basis: (I) headcount; (II) annual salary; (III) annual bonus; and (IV) value of annual benefits. As of the Original Signing Date, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company and any Company Subsidiary for services performed on or prior to the Original Signing Date has been paid in full (or accrued in full in the Company’s financial statements).

(b) Except for actions listed in Section 4.11(b) of the Company Disclosure Schedule, (i) there are no and have been no material Actions or arbitrations pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of their respective current or former employees since the Formation Date; (ii) neither the Company nor any Company Subsidiary is, nor has either the Company or any Company Subsidiary been since the Formation Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no and there have been no unfair labor practice complaints pending or filed since the Formation Date against the Company or any Company Subsidiary before the National Labor Relations Board or similar authorities or agencies in the applicable jurisdictions where the Company or any Company Subsidiary is incorporated or conducts its business; and (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary.

(c) Except as set forth on Section 4.11(c) of the Company Disclosure Schedule, the Company and the Company Subsidiaries (i) are and have been since the Formation Date in material compliance in all respects with all applicable Laws relating to employment, employment practices, employment discrimination, harassment, retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Laws), I-9 verification, immigration, meal and rest breaks, pay equity, workers’ compensation, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, leave of absence rights, sick leave, health insurance continuation, whistle-blowing, privacy rights, and occupational safety and health requirements, payment of wages (including vacation wages), hours of work, employee classification (either as exempt or non-exempt, or as a contractor versus employee), COVID-19 laws and regulations and collective bargaining as required by the appropriate Governmental Authority and are not liable for any material arrears of wages, penalties or other sums for failure to comply with any of the foregoing; (ii) have withheld and reported all amounts required by any legal requirement or contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company employee; (iii) have no material liability for any arrears of wages (including vacation wages) or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Company employee (other than routine payments to be made in the normal course of business and consistent with past practice).

(d) Except as provided in Section 4.11(d) of the Company Disclosure Schedule, the Company is not currently, and has not since the Formation Date, engaged with individuals as independent contractors and/or engaged with staffing agencies who provide the Company with non-employee workers.

(e) Each Person providing services to the Company and its Subsidiaries that has been characterized as a consultant or independent contractor and not as an employee has been properly characterized pursuant to applicable Law, and the Company and its Subsidiaries do not have any material liability or obligations arising out of the hiring or retention of persons to provide services to the Company and its Subsidiaries and treating such persons as consultants or independent contractors and not as employees of the Company and its Subsidiaries other than those liabilities or obligations as set forth in customary agreements with respect thereto. All employees of the Company and its Subsidiaries have been correctly classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law, and overtime has been properly recorded and paid for all such employees classified as non-exempt.

(f) To the Knowledge of the Company, since the Formation Date, (i) no allegations of harassment, discrimination or misconduct have been made against any (A) officer or director of the Company or its Subsidiaries, or (B) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises or has managerial authority over other employees or service providers of the Company or its Subsidiaries, and (ii) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of harassment, discrimination or misconduct by an employee, contractor, director, officer or other representative of the Company or its Subsidiaries. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary, has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)

Section 4.12 Real Property; Title to Assets.

(a) The Company does not own any real property.

(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which the Company or any Company Subsidiary leases, subleases, licenses or occupies the Leased Real Property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been heretofore furnished to HCIC. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the Company or Company Subsidiaries the right to use or occupy any Leased Real Property and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company, nor any Company Subsidiary, has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.

(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. There are no latent defects or adverse physical conditions affecting the Leased Real Property other than those that would not have a Company Material Adverse Effect.

(d) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.

Section 4.13 Intellectual Property; Privacy & Security.

(a) Section  4.13(a) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following that are (as applicable) owned or purported to be owned, used or held for use by the Company or the Company Subsidiaries:(i) Registered Intellectual Property constituting Company Owned IP (showing in each, as applicable, title or description, and registration or application number),(ii) all material contracts or agreements to use any Company Licensed IP, including for the Software of any other person (other than (x) commercially available, “off-the-shelf” Software and (y) commercially available service agreements to Business Systems) where such Company Licensed IP is incorporated into the Products; and (iii) any material Software or Business Systems constituting Company Owned IP that are incorporated into the Products. The Company IP constitutes all Intellectual Property rights necessary for, and otherwise used in, the operation of the business of the Company and the Company Subsidiaries as currently conducted and is sufficient for the conduct of such business as currently conducted as of the Original Signing Date. For clarity, the Company’s only representations of non-infringement are as set out in Section 4.13(d) hereof.

(b) The Company or one of the Company Subsidiaries owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company Owned IP and has the right to use pursuant to a valid and enforceable written contract or license, all material Company Licensed IP. All material Company Owned IP is subsisting and, to the knowledge of the Company, valid and enforceable. No loss or expiration of any of the Company Owned IP has been threatened in writing, or, to the Company’s knowledge, is otherwise pending.

(c) The Company and each of its applicable Company Subsidiaries have taken and take reasonable actions to maintain, protect and enforce the secrecy, confidentiality and value of its Confidential Information. Neither the Company nor any Company Subsidiaries has disclosed any Confidential Information that relates to the Products or is otherwise material to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information.

(d) (i) there have been no claims filed and served or material claims threatened in writing, against the Company or any Company Subsidiary, by any person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any of the Company IP or (B) alleging any infringement or misappropriation of, or other violation of, any Intellectual Property rights of other persons (including any unsolicited written demands or written offers to license any Intellectual Property rights from any other person); (ii) to the Company’s knowledge, the operation of the business of the Company and the Company Subsidiaries (including the Products) has not and does not infringe, misappropriate or violate, any Intellectual Property rights of other persons; (iii) to the Company’s knowledge, no other person has infringed, misappropriated or violated any of the Company Owned IP; and (iv) neither the Company nor any of the Company Subsidiaries has received written notice of any of the foregoing or received any formal written opinion of counsel regarding the foregoing.

(e) All persons who have contributed, developed or conceived any Company Owned IP have executed valid and enforceable written agreements with the Company or one of the Company Subsidiaries, substantially in the form heretofore furnished to HCIC, and pursuant to which such persons assigned to the Company or the applicable Company Subsidiary all of their entire right, title, and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary, without further ongoing consideration or any restrictions or obligations whatsoever, including on the use or other disposition or ownership of such Intellectual Property; or, with respect to Intellectual Property rights that cannot be assigned (e.g., “moral rights” in certain jurisdictions), such person has unconditionally and irrevocably waived the enforcement thereof, unless otherwise prohibited by applicable Law.

(f) Section  4.13(f) of the Company Disclosure Schedule sets forth a list of all Open Source Software that has been used in, incorporated into, integrated or bundled with any Products, and for each such item of Open Source Software, the name and version number of the applicable license.

(g) The Company and Company Subsidiaries do not use and have not used any Open Source Software or any modification or derivative thereof (i) in a manner that would grant or purport to grant to any other person any rights to or immunities under any of the Company IP or (ii) under any Reciprocal License, to license or provide the source code to any of the Business Systems or Product components for the purpose of making derivative works, or to make available for redistribution to any person the source code to any of the Business Systems or Product components at no or minimal charge.

(h) The Company and each of its applicable Subsidiaries owns, leases, licenses, or otherwise has the legal right to use, all Business Systems, and such Business Systems, to the Company’s knowledge, are sufficient in all material respects for the current needs of the business of the Company or any of the Company Subsidiaries as currently conducted by the Company and/or the Company Subsidiaries. Since the Formation Date, there has not been any material failure with respect to any of the Business Systems that are material to the conduct of the Company’s business that has not been remedied or replaced in all material respects.

(i) The Company and the Company Subsidiaries have established an Information Security Program that is appropriately maintained and materially complies with Privacy Requirements, and there have been no material violations of the Information Security Program. The Company and the Company Subsidiaries have assessed and have repeatedly and frequently tested its Information Security Program; and remediated all critical, high and medium risks and vulnerabilities. The Business Systems currently used by the Company and the Company Subsidiaries are in good working condition, operate and perform as necessary to conduct the business of the Company and the Company Subsidiaries and, to the Company’s knowledge, do not contain any Disabling Device or defect. All Business Data will continue to be available for Processing by the Company and the Company Subsidiaries following the Closing on substantially the same terms and conditions as existed immediately before the Closing.

(j) The Company and the Company Subsidiaries, and with respect to the Processing of Business Data, to the Company’s knowledge, their Data Processors comply, and since the Formation Date have complied at all times, with Company Privacy Policies and the Privacy Requirements in all material respects. In circumstances that are required by Privacy Requirements of Company Privacy Policies, (i) Personal Data Processed by the Company, the Company Subsidiaries, and their Data Processors is encrypted; and (ii) Personal Data is securely deleted or destroyed by the Company, the Company Subsidiaries and their Data Processors. The Company and the Company Subsidiaries have not sold (as defined by the California Consumer Privacy Act of 2018), and do not sell, any Personal Data to persons or other third parties. To the Company’s knowledge, neither the execution, delivery nor performance of this Agreement, nor any of the other agreements contemplated by this Agreement, nor the consummation of any of the transactions contemplated by this Agreement or any such other agreements, violate any Privacy Requirements or Company Privacy Policies. Where the Company or the Company Subsidiaries use a Data Processor to Process Personal Data, the Data Processor has provided contractual commitments in relation to Processing of Personal Data, confidentiality and security measures, and has agreed to comply with those obligations in a manner sufficient for the Company’s and the Company Subsidiaries’ compliance with Privacy Requirements.

(k) The Company and the Company Subsidiaries and, to the knowledge of the Company, their Data Processors have not suffered and are not suffering a Security Incident, have not been and are not required to notify any person or Governmental Authority of any Security Incident, and have not been and are not adversely affected by any Disabling Device, ransomware or malware attacks, or denial-of-service attacks on any Business Systems. Neither the Company nor any third party acting at the direction or authorization of the Company or the Company Subsidiaries has paid any perpetrator of any actual or threatened Security Incident or cyber-attack, including a ransomware attack or a denial-of-service attack. Neither the Company nor any of the Company Subsidiaries has received a written notice (including any enforcement notice), letter, or complaint from a Governmental Authority or any person alleging noncompliance or potential noncompliance with any Privacy Requirements or Company Privacy Policies and has not been subject to any action or proceeding relating to noncompliance or potential noncompliance with Privacy Requirements or the Company’s or any of the Company Subsidiaries’ Processing of Personal Data. Except as where, individually or in the aggregate, would not be material, the Company and each of the Company Subsidiaries have not received a written complaint or letter from any person alleging noncompliance or potential noncompliance with any Privacy Requirements or Company Privacy Policies. Neither the Company nor any of the Company Subsidiaries is in material breach or default of any contracts relating to its Business Systems or to Business Data. The Company and the Company Subsidiaries do not transfer Personal Data internationally except where such transfers comply with Privacy Requirements and Company Privacy Policies. The Company and the Company Subsidiaries maintain, and have maintained, cyber liability insurance with reasonable coverage limits.

(l) To the Company’s knowledge, there is no Disabling Device in any of the Business Systems constituting Company Owned IP or Product components. The Company or one of the Company Subsidiaries (i) owns the Business Data constituting Company Owned IP free and clear of any restrictions, other than those imposed by Privacy Requirements, or (ii) has the right, as applicable, to use, exploit, publish, reproduce, distribute, license, sell and create derivative works of the other Business Data, in whole or in part, in the manner in which the Company and the Company Subsidiaries receive and use such Business Data prior to the Closing Date. The Company and the Company Subsidiaries are not subject to any material legal obligations, including based on the Transactions contemplated hereunder, that would prohibit PubCo, the Surviving Corporation or the Surviving Entity from receiving or using Personal Information after the Closing Date, on substantially the same terms and conditions in which the Company and the Company Subsidiaries receive and use such Personal Information immediately prior to the Closing Date or result in material liabilities in connection with Privacy Requirements.

(m) Neither the Company nor any Company Subsidiary is, nor has it ever been, a member or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate the Company or any Company Subsidiary to grant or offer to any other person any license or right to any Company Owned IP.

Section 4.14 Taxes.

(a) The Company and each of its Company Subsidiaries: (i) have duly filed all material Tax Returns they are required to have filed as of the Original Signing Date (taking into account any extension of time within which to file) and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that they are required to have paid as of the Original Signing Date to avoid penalties or charges for late payment; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the ordinary course of business); and (iv) do not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open. The Company and each of its Company Subsidiaries have provided adequate reserves in accordance with GAAP in its Interim Financial Statements for any material Taxes of the Company and its Company Subsidiaries as of the date of the Interim Financial Statements that have not been paid.

(b) Neither the Company nor any Company Subsidiary is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment, in each case other than an agreement, contract, arrangement or commitment the primary purpose of which does not relate to Taxes (an “Ordinary Commercial Agreement”).

(c) Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting made prior to the Closing under Code Section 481(c) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) entered into or created prior to the Closing; or (v) prepaid amount received prior to the Closing outside the ordinary course of business.

(d) Each of the Company and each Company Subsidiary has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and, to the Company’s knowledge, has complied (including any applicable cure provisions) in all material respects with all applicable Laws relating to the reporting and withholding of Taxes.

(e) Neither the Company nor any Company Subsidiary has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or non-U.S. income Tax Return (other than a group of which the Company or any Company Subsidiary was the common parent).

(f) Neither the Company nor any Company Subsidiary has any material liability for the Taxes of any person (other than the Company and its Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) as a transferee or successor, or, except pursuant to an Ordinary Commercial Agreement, by contract or otherwise.

(g) Neither the Company nor any Company Subsidiary has any request for a material closing agreement, private letter ruling or similar ruling in respect of Taxes pending between the Company or any Company Subsidiary, on the one hand, and any Tax authority, on the other hand.

(h) The Company has heretofore furnished to HCIC true, correct and complete copies of the U.S. federal income Tax Returns filed by the Company Subsidiaries for tax years 2017, 2018 and 2019.

(i) Neither the Company nor any Company Subsidiary has in any year for which the applicable statute of limitations remains open distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(j) Neither the Company nor any Company Subsidiary has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(k) Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against the Company or any Company Subsidiary any deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith.

(l) There are no Tax Liens upon any assets of the Company or any Company Subsidiary except for Permitted Liens.

(m) Neither the Company nor any Company Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither the Company nor any Company Subsidiary has received written notice from a non-U.S. Tax authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(n) Neither the Company nor any Company Subsidiary has received written notice of any claim from a Tax authority in a jurisdiction in which the Company or such Company Subsidiary, as applicable, does not file Tax Returns stating that the Company or such Company Subsidiary, as applicable is or may be subject to Tax in such jurisdiction.

(o) For U.S. federal income tax purposes, the Company is, and has been since the Formation Date, classified as a corporation.

(p) The Company, after consultation with its tax advisors, is not aware of the existence of any fact, or any action it has taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment.

Section 4.15 Environmental Matters. (a) Each of the Company and each Company Subsidiary is, and since the Formation Date has been, in compliance in all material respects with applicable Environmental Laws; (b) to the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company or any Company Subsidiary (including soils and surface and ground waters) are contaminated with, and no Company or Company Subsidiary has released, any Hazardous Substance which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws; (c) to the Company’s knowledge, none of the Company or any of the Company Subsidiaries is, in any material respect, actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required of the Company under applicable Environmental Law (“Environmental Permits”), and the Company and each Company Subsidiary is in compliance in all material respects with such Environmental Permits; and (e) neither the Company nor any Company Subsidiary is the subject of any pending or, to the Company’s knowledge, threatened Action, nor has the Company or any Company Subsidiary received any written notice, alleging any material violation of, or material liability under, Environmental Laws.

Section 4.16 Material Contracts.

(a) Section 4.16(a) of the Company Disclosure Schedule lists, as of the Original Signing Date, the following types of contracts and agreements (with corresponding VDR number) to which the Company or any Company Subsidiary is a party (such contracts and agreements as are required to be set forth in Section  4.16(a) of the Company Disclosure Schedule, along with any Plan listed on Section  4.10(a) of the Company Disclosure Schedule, being the “Material Contracts”):

(i) all contracts and agreements with the top twenty (20) or, if fewer, all of customers of the Company or the Company Subsidiaries;

(ii) all contracts and agreements with the top twenty (20) or, if fewer, all of suppliers of the Company or the Company Subsidiaries;

(iii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party with consideration payable to or by the Company or any of the Company Subsidiaries of more than $500,000;

(iv) all management or advisory services contracts (excluding contracts for employment) involving the Company or any Company Subsidiary;

(v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any Product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party;

(vi) all contracts and agreements evidencing Indebtedness, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Company Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Company Subsidiary, and all agreements or instruments guaranteeing the debts or other obligations of any other person;

(vii) all partnership, joint venture or strategic cooperation agreements;

(viii) all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party, other than any Company Permits;

(ix) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity, or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses;

(x) all contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that materially relates to the Company or any Company Subsidiary or materially impacts their respective business, except for contracts or the arrangements with Intellectual Property agencies, registries or similar;

(xi) all Leases;

(xii) all contracts involving use of any Company Licensed IP required to be listed in Section 4.13(a) of the Company Disclosure Schedule;

(xiii) all contracts which involve the license or grant of rights to Company Owned IP by the Company or the Company Subsidiaries;

(xiv)   all contracts or agreements under which the Company or any Company Subsidiary has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis;

(xv)   all contracts or agreements for the development of Company Owned IP for the benefit of the Company or any Company Subsidiary, other than employment, consultancy or similar agreements entered into substantially in the form of such agreement heretofore furnished to HCIC;

(xvi)   all contracts or agreements under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Company Subsidiary;

(xvii) all contracts, agreements or other instruments that are convertible to equity in the Company, or relate to equity appreciation rights, participations, phantom equity or similar rights; and

(xviii)   all contracts or agreements to which the Company or any Company Subsidiary are a party, on the one hand, and the JV is a party, on the other hand.

(b) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole (i) each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiaries, as the case may be, and, to the knowledge of the Company, the other parties thereto, neither the Company nor any Company Subsidiary is in material breach or violation of, or material default under, any Material Contract, nor has any Material Contract been canceled by the other party; (ii) to the Company’s knowledge, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Company and the Company Subsidiaries have not received any written or, to the knowledge of the Company, oral claim of any material default under any such Material Contract. The Company has heretofore furnished to HCIC true and complete copies, in all respects, of all Material Contracts, including amendments thereto that are material in nature.

Section 4.17 Insurance.

(a) Section 4.17(a) of the Company Disclosure Schedule sets forth, with respect to each insurance policy (other than vehicle insurance policies) under which the Company or any Company Subsidiary is an insured, a named insured or otherwise the principal beneficiary of coverage as of the Original Signing Date (i) the names of the insurer, the principal insured and each named insured, (ii) the policy number, (iii) the period, scope and amount of coverage and (iv) the premium most recently charged.

(b) With respect to each such insurance policy, except as would not be expected to result in a Company Material Adverse Effect: (i) the policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; (ii) neither the Company nor any Company Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification, under the policy; and (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation.

Section 4.18 Board Approval; Vote Required.

(a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (a) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company Subsidiaries, (b) approved this Agreement and the Transactions and declared their advisability, and (c) recommended that the shareholders of the Company approve and adopt this Agreement and approve the Transactions, and directed that the Agreement and the Transactions (including the F-Reorg Merger and the Mergers) be submitted for consideration by the Company’s shareholders.

(b) The F-Reorg Consent and the Transaction Consent are the only votes or written approvals of the holders of any class or series of capital stock or other securities of the Company or any Company Subsidiaries necessary to adopt this Agreement and approve the Transactions. The F-Reorg Consent and the Transaction Consent, if executed and delivered, would qualify as the Company Shareholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

(c) The favorable vote and consent of the shareholders who have signed the Shareholder Support Agreements will be sufficient (and as a result of the shareholders who have signed the Waivers, no other favorable vote or consent of any other shareholder of the Company will be required) to (i) approve this Agreement, the Merger and the other Transactions in accordance with the terms of the Company Charter, the Company Existing SHA and any other organizational documents of the Company and (ii) obtain the Requisite Approval and Transaction Consent.

Section 4.19 Certain Business Practices.

(a) Since the Formation Date, none of the Company, Company Subsidiaries, any of their respective directors, officers or employees or, to the Company’s knowledge, agents, has, while acting on behalf of the Company or any Company Subsidiary: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) to the extent not covered by subclause (i) and (ii), made any payment in the nature of criminal bribery.

(b) Since the Formation Date, none of the Company, Company Subsidiaries, any of their respective directors, officers or employees or, to the Company’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions while acting on behalf of the Company or any Company Subsidiary; or (iii) has violated any Ex-Im Laws while acting on behalf of the Company or any Company Subsidiary.

(c) Since the Formation Date, none of the Company, any Company Subsidiary, any of their respective directors, officers or employees or, to the Company’s knowledge, agents have, with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws have been the subject of any: (i) material internal investigations or external investigations of which the Company has knowledge; or (ii) to the knowledge of the Company, audits, proceedings, or any voluntary or involuntary disclosures made to a Governmental Authority.

(d) The Company and the Company Subsidiaries do not (i) produce, design, test, manufacture, fabricate or develop any “critical technologies” as that term is defined as of the Original Signing Date in 31 C.F.R. § 800.215; (ii) perform the functions as set forth in column 2 of appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure”, as that term is defined as of the Original Signing Date in 31 C.F.R. § 800.212; or (iii) maintain or collect “sensitive personal data”, as described as of the Original Signing Date in 31 C.F.R. § 800.241, and have no demonstrated business objective to do so in the future. For the avoidance of doubt, “as that term is defined as of the Original Signing Date” or “as described as of the Original Signing Date” each include, for purposes of the representations in the preceding sentence, the version in effect as of the Original Signing Date of any other statutes, regulations, and other legal authorities cited by the authorities referenced in the preceding sentence.

Section 4.20 Interested Party Transactions. Except for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course of business, no director, officer or other affiliate of the Company or any Company Subsidiary, to the Company’s knowledge, has or has had, directly or indirectly: (a) an economic interest in any person that has furnished or sold, or furnishes or sells, services or Products that the Company or any Company Subsidiary furnishes or sells, or proposes to furnish or sell; (b) an economic interest in any person that purchases from or sells or furnishes to, the Company or any Company Subsidiary, any goods or services; (c) a beneficial interest in any contract or agreement disclosed in Section 4.16(a) of the Company Disclosure Schedule; or (d) any contractual or other arrangement with the Company or any Company Subsidiary, other than customary indemnity arrangements; provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly traded corporation shall not be deemed an “economic interest in any person” for purposes of this Section 4.20. Other than as set forth on Section 4.20 of the Company Disclosure Schedule, the Company and the Company Subsidiaries have not, since the Formation Date, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company or (ii) materially modified any term of any such extension or maintenance of credit.

Section 4.21 Exchange Act. Neither the Company nor any Company Subsidiary is currently (nor has either previously been) subject to the requirements of Section 12 of the Exchange Act.

Section 4.22 No Prior Operations of Plus Holdings. Plus Holdings was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities, conducted any operations or incurred any obligation or liability, other than as contemplated by this Agreement. Plus Holdings has never employed any employees or retained any contractors or maintained, sponsored or contributed to any Employee Benefit Plan and does not have any direct or material liability under, any Employee Benefit Plan.

Section 4.23 Brokers. Except as set forth on Section 4.23 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

Section 4.24 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Company Disclosure Schedule), the Company and Company Subsidiaries hereby expressly disclaim and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company and Company Subsidiaries and their respective affiliates, 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 HCIC, its affiliates or any of their respective Representatives by, or on behalf of, the Company or Company Subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of the Company, any Company Subsidiary, or any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to HCIC, 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 the Company or any Company Subsidiary (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 HCIC, its affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB

PubCo, First Merger Sub and Second Merger Sub hereby represent and warrant to HCIC as follows, in each case as of the Original Signing Date, except to the extent that any such representation and warranty (i) is expressly made as of or in respect of a specific date, in which case such representation and warranty shall be made as of such date and (ii) is not expressly made as of or in respect of a specific date, in which case such representation and warranty shall also be made as of the Closing Date as provided in Section 9.02(a):

Section 5.01 Organization and Qualification; Subsidiaries.

(a) Each of PubCo, First Merger Sub and Second Merger Sub, is a corporation, company or other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b) Each of PubCo, First Merger Sub and Second Merger Sub is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be expected to have a Company Material Adverse Effect.

(c) First Merger Sub and Second Merger Sub are the only subsidiaries of PubCo. Except for First Merger Sub and Second Merger Sub, PubCo does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture, business association or other person.

Section 5.02 Certificate of Incorporation and Bylaws. PubCo, First Merger Sub and Second Merger Sub have heretofore furnished to HCIC accurate and complete copies of the PubCo Charter, the First Merger Sub Organizational Documents and the Second Merger Sub Organizational Documents. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect. None of PubCo, First Merger Sub or Second Merger Sub is in violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.

Section 5.03 Capitalization.

(a) As of the Original Signing Date, the authorized share capital of PubCo consisted of (i) 25,000,000,000 PubCo Ordinary Shares, par value $0.000002 per share. All outstanding PubCo Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights and are held by Sponsor free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the PubCo Charter.

(b) As of the Original Signing Date, the authorized share capital of First Merger Sub consisted of 25,000,000,000 ordinary shares, par value $0.000002 per share (the “First Merger Sub Ordinary Shares”). As of the Original Signing Date, PubCo was the sole owner of all (100%) of the shares of First Merger Sub. All outstanding shares of First Merger Sub Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights and are held by PubCo free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the First Merger Sub Organizational Documents.

(c) As of the Original Signing Date, the authorized capital stock of Second Merger Sub consisted of 100 ordinary shares, par value $0.000002 per share (the “Second Merger Sub Common Stock”). As of the Original Signing Date, PubCo was the sole owner of all (100%) of the shares of Second Merger Sub. All outstanding shares of Second Merger Sub are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights and are held by PubCo free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the Second Merger Sub Organizational Documents.

(d) The HCIC Merger Consideration being delivered by PubCo hereunder shall be duly and validly issued, fully paid and nonassessable, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the PubCo Charter. The HCIC Merger Consideration will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.

Section 5.04 Authority Relative to This Agreement. Each of PubCo, First Merger Sub and Second Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by PubCo, First Merger Sub or Second Merger Sub and the consummation by PubCo, First Merger Sub or Second Merger Sub of the Transactions have, in each case, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of PubCo, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than approval by PubCo, as (i) the sole shareholder of First Merger Sub, either at a duly convened meeting of the sole shareholder of First Merger Sub or by written consent and (ii) as the sole shareholder of Second Merger Sub, either at a duly convened meeting of the sole shareholder of Second Merger Sub or by written consent, and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been duly and validly executed and delivered by PubCo, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery by HCIC, the Company and Plus Holdings constitutes a legal, valid and binding obligation of PubCo, First Merger Sub and Second Merger Sub, enforceable against PubCo, First Merger Sub and Second Merger Sub in accordance with its terms, except as limited by the Remedies Exceptions. The Boards of Directors of PubCo, First Merger Sub and Second Merger Sub have approved this Agreement and the Transactions. To the knowledge of PubCo, First Merger Sub and Second Merger Sub, no other state takeover Law is applicable to the Mergers or the other Transactions.

Section 5.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of PubCo, First Merger Sub and Second Merger Sub does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Cayman Companies Act and the DGCL, as applicable, and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule being made, obtained or given, the performance of this Agreement by PubCo, First Merger Sub and Second Merger Sub will not (i) conflict with or violate the PubCo Charter, the First Merger Sub Organizational Documents or the Second Merger Sub Organizational Documents (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any Law applicable to PubCo, First Merger Sub or Second Merger Sub or by which any property or asset thereof is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of PubCo, First Merger Sub or Second Merger Sub pursuant to, any Material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a PubCo Material Adverse Effect.

(b) The execution and delivery of this Agreement by each of PubCo, First Merger Sub and Second Merger Sub does not, and the performance of this Agreement by each of PubCo, First Merger Sub and Second Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover Laws, the pre-merger notification requirements of the HSR Act, and filing with and registration by the Registrar of Companies of appropriate merger documents as required by the Cayman Companies Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably be expected to have a PubCo Material Adverse Effect.

Section 5.06 Permits; Compliance. Each of PubCo, First Merger Sub and Second Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of PubCo, First Merger Sub and Second Merger Sub to own, lease and operate its properties or to carry on its respective business as it is now being conducted (the “PubCo Permits”). No suspension or cancellation of any of the PubCo Permits is pending or, to the knowledge of PubCo, threatened in writing. None of PubCo, First Merger Sub or Second Merger Sub is in conflict with, or in default, breach or violation of, (a) any Law applicable to such Person, or by which any property or asset of such Person is bound or affected, or (b) any Material Contract or PubCo Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a PubCo Material Adverse Effect. To the knowledge of PubCo, no employee of PubCo, First Merger Sub or Second Merger Sub has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law.

Section 5.07 Liabilities and Obligations.

None of PubCo, First Merger Sub or Second Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business of PubCo, First Merger Sub or Second Merger Sub, as applicable, (ii) obligations for future performance under any contract to which PubCo, First Merger Sub or Second Merger Sub is a party or (iii) such other liabilities and obligations which would not, individually or in the aggregate, be material and adverse to PubCo, First Merger Sub and Second Merger Sub, taken as a whole.

Section 5.08 Taxes.

(a) PubCo, First Merger Sub and Second Merger Sub: (i) have duly filed all material Tax Returns they were required to have filed as of the Original Signing Date (taking into account any extension of time within which to file) and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that they were required to have paid as of the Original Signing Date to avoid penalties or charges for late payment; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the ordinary course of business); and (iv) do not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(b) None of PubCo, First Merger Sub or Second Merger Sub is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment, in each case other than an Ordinary Commercial Agreement.

(c) None of PubCo, First Merger Sub or Second Merger Sub will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting made prior to the Closing under Code Section 481(c) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) entered into or created prior to the Closing; or (v) prepaid amount received prior to the Closing outside the ordinary course of business.

(d) Each of PubCo, First Merger Sub and Second Merger Sub has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and, to PubCo’s knowledge, has complied (including any applicable cure provisions) in all material respects with all applicable Laws relating to the reporting and withholding of Taxes.

(e) None of PubCo, First Merger Sub or Second Merger Sub has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or non-U.S. income Tax Return (other than a group of which PubCo, First Merger Sub or Second Merger Sub was the common parent).

(f) None of PubCo, First Merger Sub or Second Merger Sub has any material liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) as a transferee or successor, or, except pursuant to an Ordinary Commercial Agreement, by contract or otherwise.

(g) None of PubCo, First Merger Sub or Second Merger Sub has any request for a material closing agreement, private letter ruling or similar ruling in respect of Taxes pending between PubCo, First Merger Sub or Second Merger Sub, on the one hand, and any Tax authority, on the other hand.

(h) None of PubCo, First Merger Sub or Second Merger Sub has in any year for which the applicable statute of limitations remains open distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(i)   None of PubCo, First Merger Sub or Second Merger Sub has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j)   Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against PubCo, First Merger Sub or Second Merger Sub any deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith.

(k) There are no Tax Liens upon any assets of PubCo, First Merger Sub or Second Merger Sub except for Permitted Liens.

(l)   None of PubCo, First Merger Sub or Second Merger Sub has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. None of PubCo, First Merger Sub or Second Merger Sub has received written notice from a non-U.S. Tax authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(m) None of PubCo, First Merger Sub or Second Merger Sub has received written notice of any claim from a Tax authority in a jurisdiction in which PubCo, First Merger Sub or Second Merger Sub, as applicable, does not file Tax Returns stating that PubCo, First Merger Sub or Second Merger Sub, as applicable is or may be subject to Tax in such jurisdiction.

Section 5.09 Board Approval; Vote Required.

(a) The PubCo Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of PubCo and its sole shareholder, (ii) approved this Agreement and the Transactions and declared their advisability and (iii) recommended that the sole shareholder of PubCo approve and adopt this Agreement and approve the Transactions, and directed that this Agreement and the Transactions be submitted for consideration by the sole shareholder of PubCo.

(b) The only vote of the holders of any class or series of shares of PubCo that is necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of PubCo.

(c) The board of directors of First Merger Sub and the board of directors of Second Merger Sub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, have each duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of First Merger Sub and Second Merger Sub and their sole stockholder, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the sole stockholder of First Merger Sub and Second Merger Sub, respectively, approve and adopt this Agreement and approve the Transactions and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of First Merger Sub and Second Merger Sub, respectively.

(d) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of First Merger Sub shares and the affirmative vote of the holders of a majority of the outstanding shares of Second Merger Sub stock.

Section 5.10 Certain Business Practices.

(a) Since their respective dates of incorporation or organization, none of PubCo, First Merger Sub or Second Merger Sub, any of their respective directors, officers or employees or, to PubCo’s knowledge, agents, has, while acting on behalf of PubCo, First Merger Sub or Second Merger Sub: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) to the extent not covered by subclause (i) and (ii), made any payment in the nature of criminal bribery.

(b) Since their respective dates of incorporation or organization, none of PubCo, First Merger Sub or Second Merger Sub, any of their respective directors, officers or employees or, to PubCo’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions while acting on behalf of PubCo, First Merger Sub or Second Merger Sub; or (iii) has violated any Ex-Im Laws while acting on behalf of PubCo, First Merger Sub or Second Merger Sub.

(c) Since their respective dates of incorporation or organization, none of PubCo, First Merger Sub or Second Merger Sub or any of their respective directors, officers or employees or, to PubCo’s knowledge, agents have, with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws have been the subject of any: (i) material internal investigations or external investigations of which PubCo has knowledge; or (ii) internal audits, proceedings, or any voluntary or involuntary disclosures made to a Governmental Authority.

Section 5.11 No Prior Operations of PubCo, First Merger Sub and Second Merger Sub. PubCo, First Merger Sub and Second Merger Sub were formed solely for the purpose of engaging in the Transactions and have not engaged in any business activities, conducted any operations or incurred any obligation or liability, other than as contemplated by this Agreement. PubCo, First Merger Sub and Second Merger Sub have never employed any employees or retained any contractors or maintained, sponsored or contributed to any Employee Benefit Plan and do not have any direct or material liability under, any Employee Benefit Plan.

Section 5.12 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of PubCo, First Merger Sub or Second Merger Sub.

Section 5.13 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article V, PubCo, First Merger Sub and Second Merger Sub hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to PubCo, First Merger Sub and Second Merger Sub and their respective affiliates, 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 HCIC, its affiliates or any of their respective Representatives by, or on behalf of, PubCo, First Merger Sub or Second 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, First Merger Sub or Second Merger Sub nor any other person on behalf of PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to HCIC, 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, First Merger Sub or Second 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 HCIC, its affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HCIC

Except as set forth in HCIC’s disclosure schedule delivered by HCIC to the Company in connection with this Agreement (the “HCIC Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced) and in HCIC SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such HCIC SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements), HCIC hereby represents and warrants to the Company as follows, in each case as of the Original Signing Date, except to the extent that any such representation and warranty (i) is expressly made as of or in respect of a specific date, in which case such representation and warranty shall be made as of such date and (ii) is not expressly made as of or in respect of a specific date, in which case such representation and warranty shall also be made as of the Closing Date as provided in Section 9.03(a):

Section 6.01 Corporate Organization.

(a) HCIC is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not result in a HCIC Material Adverse Effect.

(b) HCIC has no subsidiaries.

Section 6.02 Governing Documents. HCIC has heretofore furnished to the Company complete and correct copies of the HCIC Organizational Documents. The HCIC Organizational Documents are in full force and effect. HCIC is not in violation of any of the provisions of the HCIC Organizational Documents.

Section 6.03 Capitalization.

(a) The authorized capital stock of HCIC consists of (i) 220,000,000 shares of HCIC Common Stock, par value $0.0001 per share, with (A) 200,000,000 shares of HCIC Common Stock being designated as HCIC Class A Common Stock and (B) 20,000,000 shares of HCIC Common Stock being designated as HCIC Class B Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“HCIC Preferred Stock”). As of the Original Signing Date, (i) 34,500,000 shares of HCIC Class A Common Stock and 8,625,000 shares of HCIC Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (ii) no shares of HCIC Common Stock are held in the treasury of HCIC, (iii) 6,933,333 private placement warrants (as described in the Prospectus) are issued and outstanding and 6,933,333 shares of HCIC Class A Common Stock are issuable in respect of such private placement warrants, and (iv) 8,625,000 HCIC Public Warrants are issued and outstanding and 8,625,000 shares of HCIC Class A Common Stock are issuable in respect of the HCIC Public Warrants (the warrants described in clauses (iii) and (iv), the “HCIC Warrants”). As of the Original Signing Date, there were no shares of HCIC Preferred Stock issued and outstanding. Each HCIC Warrant is exercisable for one (1) share of HCIC Class A Common Stock at an exercise price of $11.50.

(b) All outstanding HCIC Units, shares of HCIC Common Stock and HCIC Warrants have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the HCIC Organizational Documents.

(c) Except for securities issued pursuant to the Subscription Agreements, securities issued by HCIC as permitted by this Agreement and the HCIC Warrants, HCIC has not issued any options, warrants, preemptive rights, calls, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of HCIC or obligating HCIC to issue or sell any shares of capital stock of, or other equity interests in, HCIC. All shares of HCIC Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. HCIC is not a party to, or otherwise bound by, and HCIC has not granted, any equity appreciation rights, participations, phantom equity or similar rights. Except for the Sponsor Support Agreement, HCIC is not a party to any voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of HCIC Securities or any of the equity interests or other securities of HCIC or any of its subsidiaries. Except with respect to the Redemption Rights, there are no outstanding contractual obligations of HCIC to repurchase, redeem or otherwise acquire any HCIC Securities. There are no outstanding contractual obligations of HCIC to make any investment in (in the form of a loan, capital contribution or otherwise) any person

(d) HCIC is not in breach or default under any agreement related to HCIC Securities, and this Agreement and the Transactions consummated in connection therewith shall not result in any breach or default, or trigger acceleration, termination or other term adverse to HCIC, under any such agreements.

Section 6.04 Authority Relative to This Agreement. HCIC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by HCIC and the consummation by HCIC of the Transactions, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of HCIC are necessary to authorize this Agreement or to consummate the Transactions (other than (a) with respect to the Mergers, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of HCIC Common Stock and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act and the DGCL, and (b) with respect to the amendment and restatement of the HCIC Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of HCIC Common Stock). This Agreement has been duly and validly executed and delivered by HCIC and, assuming due authorization, execution and delivery by the Company, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub, constitutes a legal, valid and binding obligation of HCIC, enforceable against HCIC in accordance with its terms subject to the Remedies Exceptions. To the knowledge of HCIC, no other state takeover Law is applicable to the Mergers or the other Transactions.

Section 6.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by HCIC does not, and the performance of this Agreement by of HCIC will not, (i) conflict with or violate the HCIC Organizational Documents, (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 6.05(b) have been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any Law applicable to HCIC, or by which any of their property or assets is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of HCIC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which HCIC is a party, or by which HCIC or its property or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a HCIC Material Adverse Effect.

(b) The execution and delivery of this Agreement by HCIC does not, and the performance of this Agreement by HCIC will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover Laws, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the Cayman Companies Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent HCIC from performing its material obligations under this Agreement.

Section 6.06 Compliance. HCIC is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for HCIC to own, lease and operate its properties or to carry on its business as it is now being conducted, and no suspension or cancellation of any of the foregoing is pending or, to the knowledge of HCIC, threatened in writing. HCIC is not and has not been in conflict with, or in default, breach or violation of, (a) any Law applicable to HCIC or by which any property or asset of HCIC is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which HCIC is a party or by which HCIC or any property or asset of HCIC is bound, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or reasonably be expected to have a HCIC Material Adverse Effect. To the knowledge of HCIC, no employee of HCIC has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law.

Section 6.07 SEC Filings; Financial Statements; Sarbanes-Oxley.

(a) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, HCIC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 14, 2021, together with any amendments, restatements or supplements thereto (collectively, the “HCIC SEC Reports”). HCIC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by HCIC with the SEC to all agreements, documents and other instruments that previously had been filed by HCIC with the SEC and are currently in effect. Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of their respective dates, the HCIC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”) and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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. Each director and executive officer of HCIC has filed with the SEC on a timely basis all documents required with respect to HCIC by Section 16(a) of the Exchange Act.

(b) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, each of the financial statements (including, in each case, any notes thereto) contained in the HCIC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of HCIC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). HCIC has no off-balance sheet arrangements that are not disclosed in the HCIC SEC Reports. Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, no financial statements other than those of HCIC are required by GAAP to be included in the consolidated financial statements of HCIC.

(c) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, or to the extent set forth in the HCIC SEC Reports, HCIC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of HCIC’s business.

(d) HCIC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Market (the “Nasdaq”).

(e) HCIC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to HCIC and other material information required to be disclosed by HCIC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to HCIC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Such disclosure controls and procedures are effective in timely alerting HCIC’s principal executive officer and principal financial officer to material information required to be included in HCIC’s periodic reports required under the Exchange Act.

(f) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, HCIC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that HCIC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. HCIC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of HCIC to HCIC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of HCIC to record, process, summarize and report financial data. HCIC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of HCIC. Since January 14, 2021, there have been no material changes in HCIC internal control over financial reporting.

(g) There are no outstanding loans or other extensions of credit made by HCIC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of HCIC and HCIC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(h) Neither HCIC (including any employee thereof) nor HCIC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by HCIC, (ii) any fraud, whether or not material, that involves HCIC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by HCIC or (iii) any claim or allegation regarding any of the foregoing.

(i)   Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of the Original Signing Date, there were no outstanding SEC comments from the SEC with respect to the HCIC SEC Reports and to the knowledge of HCIC, none of the HCIC SEC Reports filed on or prior to the Original Signing Date was subject to ongoing SEC review or investigation as of the Original Signing Date.

Section 6.08 Absence of Certain Changes or Events. Since October 6, 2020 and prior to the Original Signing Date, except as expressly contemplated by this Agreement, (a) HCIC had conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to Outbreak Measures, (b) there has not been any HCIC Material Adverse Effect and (c) HCIC had not taken any action that, if taken after the Original Signing Date, would constitute a material breach of any of the covenants set forth in Section 7.03.

Section 6.09 Absence of Litigation. There is no Action pending or, to the knowledge of HCIC, threatened against HCIC, or any property or asset of HCIC, before any Governmental Authority. Except for any order relating to Outbreak Measures, neither HCIC nor any material property or asset of HCIC is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of HCIC, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

Section 6.10 Board Approval; Vote Required.

(a) The board of directors of HCIC (the “HCIC Board”), by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of HCIC and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of HCIC approve and adopt this Agreement and approve the Transactions, and directed that this Agreement and the Transactions be submitted for consideration by the stockholders of HCIC at the HCIC Stockholders’ Meeting.

(b) The only vote of the holders of any class or series of capital stock of HCIC necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of HCIC Common Stock.

Section 6.11 Certain Business Practices.

(a) Since October 6, 2020, none of HCIC, any of its directors, officers or employees or, to HCIC’s knowledge, agents, has, while acting on behalf of HCIC: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) to the extent not covered by subclause (i) and (ii), made any payment in the nature of criminal bribery.

(b) Since October 6, 2020, none of HCIC, any of its directors, officers or employees or, to HCIC’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions while acting on behalf of HCIC; or (iii) has violated any Ex-Im Laws while acting on behalf of HCIC.

(c) Since October 6, 2020, none of HCIC or any of its directors, officers or employees or, to HCIC’s knowledge, agents have, with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws have any been the subject of any: (i) material internal investigations or external investigations of which the Company has knowledge; or (ii) to the knowledge of the HCIC, audits, proceedings, or any voluntary or involuntary disclosures made to a Governmental Authority.

Section 6.12 Brokers. Except as set forth on Section 6.12 of the HCIC Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of HCIC.

Section 6.13 HCIC Trust Fund. As of the Original Signing Date, HCIC had no less than $345 million in the trust fund established by HCIC for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account (the “Trust Account”). The monies of such Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of January 14, 2021, between HCIC and the Trustee (the “Trust Agreement”). The Trust Agreement has not been amended or modified and is valid and in full force and effect and enforceable in accordance with its terms, subject to the Remedies Exceptions. HCIC has complied in all material 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 HCIC or the Trustee. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied): (i) between HCIC and the Trustee that would cause the description of the Trust Agreement in the HCIC SEC Reports to be inaccurate in any material respect; or (ii) to the knowledge of HCIC, that would entitle any person (other than Redeeming Stockholders) 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: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account and (B) upon the exercise of Redemption Rights in accordance with the provisions of the HCIC Organizational Documents. As of the Original Signing Date, there were no Actions pending or, to the knowledge of HCIC, threatened in writing with respect to the Trust Account. Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, HCIC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to HCIC as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however, that the liabilities and obligations of HCIC due and owing or incurred at or prior to the Effective Time shall be paid as and when due, including all amounts payable (a) to Redeeming Stockholders, (b) to the Trustee for fees and costs incurred in accordance with the Trust Agreement and (c) with respect to filings, applications and/or other actions taken pursuant to this Agreement or required under Law. As of the Original Signing Date, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, HCIC had no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to HCIC at the Effective Time.

Section 6.14 Employees. Other than any officers as described in the HCIC SEC Reports and consultants and advisors in the ordinary course of business or in connection with the Transactions, HCIC has never employed any employees or retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by HCIC’s officers and directors in connection with activities on HCIC’s behalf in an aggregate amount not in excess of the amount of cash held by HCIC outside of the Trust Account, HCIC has no unsatisfied material liability with respect to any officer or director. HCIC has never and does not currently maintain, sponsor or contribute to, or have any direct or material liability under, any Employee Benefit Plan.

Section 6.15 Taxes.

(a) HCIC (i) has duly filed all material Tax Returns they were required to have filed as of the Original Signing Date (taking into account any extension of time within which to file) and all such filed Tax Returns are complete and accurate in all material respects; (ii) has paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that they were required to have paid as of the Original Signing Date to avoid penalties or charges for late payment; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the ordinary course of business); (iv) do not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open; and (v) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of HCIC, for any material Taxes of HCIC as of the date of such financial statements that have not been paid.

(b) HCIC is not a party to, is not bound by and has no obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment, in each case other than an Ordinary Commercial Agreement.

(c) HCIC will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting made prior to the Closing under Code Section 481(c) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) entered into or created prior to the Closing; or (v) prepaid amount received prior to the Closing outside the ordinary course of business.

(d) HCIC has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and, to HCIC’s knowledge, has complied (including any applicable cure provisions) in all material respects with all applicable Laws relating to the reporting and withholding of Taxes.

(e) HCIC has not been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or non-U.S. income Tax Return.

(f)  HCIC does not have any material liability for the Taxes of any person (other than HCIC) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, or, except pursuant to an Ordinary Commercial Agreement, by contract or otherwise.

(g) HCIC does not have any request for a material closing agreement, private letter ruling, or similar ruling in respect of Taxes pending between HCIC, on the one hand, and any Tax authority, on the other hand.

(h) HCIC does not have in any year for which the applicable statute of limitations remains open, distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(i) HCIC has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j) Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against HCIC any deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith.

(k) There are no Tax liens upon any assets of HCIC except for Permitted Liens.

(l) HCIC has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. HCIC has not received written notice from a non-United States Tax authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(m) HCIC has not received written notice of any claim from a Tax authority in a jurisdiction in which HCIC does not file Tax Returns stating that HCIC is or may be subject to Tax in such jurisdiction.

(n) For U.S. federal income tax purposes, HCIC is, and has been since its formation, classified as a corporation.

(o) HCIC, after consultation with its tax advisors, are not aware of the existence of any fact, or any action it has taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment.

Section 6.16 Registration and Listing. The issued and outstanding HCIC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “HCICU.” The issued and outstanding shares of HCIC Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “HCIC.” The issued and outstanding HCIC Warrants that were included as part of the HCIC Units (the “HCIC Public Warrants”) are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “HCICW.” As of the Original Signing Date, there was no Action pending or, to the knowledge of HCIC, threatened in writing against HCIC by the Nasdaq or the SEC with respect to any intention by such entity to deregister the HCIC Units, the shares of HCIC Class A Common Stock, or HCIC Public Warrants or terminate the listing of HCIC on the Nasdaq. None of HCIC or any of its affiliates has taken any action in an attempt to terminate the registration of the HCIC Units, the shares of HCIC Class A Common Stock, or the HCIC Public Warrants under the Exchange Act.

Section 6.17 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article VI (as may be modified by the HCIC Disclosure Schedule), HCIC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to HCIC and its affiliates, 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 the Company, PubCo, First Merger Sub or Second Merger Sub, their respective affiliates or any of their respective Representatives by, or on behalf of, HCIC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as may be modified by the HCIC Disclosure Schedule) or in the HCIC Officer’s Certificate, neither HCIC nor any other person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, PubCo, First Merger Sub or Second Merger Sub, their respective 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 HCIC, the Company, PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the Company, PubCo, First Merger Sub, Second Merger Sub, their respective or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed.

Section 6.18 HCIC’s Investigation and Reliance. HCIC is a sophisticated party and has made its own independent investigation, review and analysis regarding the Company and Company Subsidiaries and the Transactions, which investigation, review and analysis were conducted by HCIC together with expert advisors, including legal counsel, that they have engaged for such purpose. HCIC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV and Article V (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement. Neither the Company nor any of its respective stockholders, affiliates or Representatives shall have any liability to HCIC or any of its respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to HCIC or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. HCIC acknowledges that neither the Company nor any of its stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and/or any Company Subsidiary.

ARTICLE VII

CONDUCT OF BUSINESS PENDING THE MERGER

Section 7.01 Conduct of Business by the Company Pending the Mergers.

(a) The Company agrees that, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 7.01 of the Company Disclosure Schedule and (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), unless HCIC shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed):

(i) the Company shall, and shall cause the Company Subsidiaries, to, conduct their business in the ordinary course of business; and

(ii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current officers, key employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations.

(b) By way of amplification and not limitation, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 7.01 of the Company Disclosure Schedule and (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), the Company shall not, and shall cause each Company Subsidiary not to, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of HCIC (which consent shall not be unreasonably conditioned, withheld or delayed):

(i) terminate, amend, supplement, modify or otherwise change such entity’s certificate of incorporation, articles of association, memorandum of association or bylaws or equivalent organizational documents or the Company Existing SHA, or enter into any new shareholders agreement or any other agreement with any shareholder with respect to the Transactions;

(ii) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock of, or any equity interests in, the Company or any Company Subsidiary, or any options, warrants, restricted share units, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of the Company or any Company Subsidiary, provided that increases to share capital of Company Subsidiaries in the ordinary course of business and/or the exercise or settlement of any Company Options or grants of Company Share Awards to employees in the ordinary course of business shall not require the consent of HCIC; or (B) any material assets of the Company or any Company Subsidiary;

(iii) acquire any equity interest or other interest in any other entity or enter into a joint venture or business association with any other entity;

(iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

(v) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

(vi) (A) acquire (including by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization or any division thereof; or (B) incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, in excess of $2,000,000 in the aggregate;

(vii) (A) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary, (B) enter into any new, or materially amend any existing, employment, retention, bonus, change in control, or termination agreement with any such individual, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any such individual, (D) establish or become obligated under any collective bargaining agreement or other contract or agreement with a labor union, trade union, works council, or other representative of employees, (E) hire any new employee whose individual base cash compensation is expected to exceed $300,000, except that the Company may (1) provide increases in salary, wages, bonuses or benefits to employees in the ordinary course of business, (2) change the title of its employees in the ordinary course of business and (3) make annual or quarterly bonus or commission payments in the ordinary course of business and in accordance with the bonus or commission plans existing on the Original Signing Date;

(viii) other than as required by Law or pursuant to the terms of an agreement entered into prior to the Original Signing Date and reflected on Section  4.10(a) of the Company Disclosure Schedule, grant any severance or termination pay to, any employee or director or officer of the Company or any Company Subsidiary;

(ix) adopt, amend or terminate any material Plan or any Employee Benefit Plan that would be a Plan if in effect as of the Original Signing Date, except as required by applicable Law;

(x) materially amend or change any accounting policies or procedures of the Company or any Company Subsidiary, other than reasonable and usual amendments in the ordinary course of business;

(xi) make any material tax election, amend a material Tax Return or settle or compromise any material United States federal, state, local or non-U.S. income tax liability;

(xii) materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any Material Contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of the Company’s or any Company Subsidiary’s material rights thereunder, in each case in a manner that is adverse to the Company or any Company Subsidiary, except in the ordinary course of business;

(xiii) fail to use reasonable efforts to protect and maintain material Company IP;

(xiv) intentionally permit any material item of Company IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and Taxes required or advisable to maintain and protect its interest in each and every material item of Company IP;

(xv) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $500,000 individually or $2,000,000 in the aggregate;

(xvi) amend, waive, change or otherwise modify any of the provisions of any of the subscription agreements listed on Section 4.03(c) of the Company Disclosure Schedule; or

(xvii) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

(c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent the Company or any Company Subsidiary from taking or failing to take any Outbreak Measures or any reasonable action that is taken in good faith in response to COVID-19 following, to the extent practicable and legally permissible, good faith consultation with HCIC.

(d) Nothing herein shall require the Company to obtain consent from HCIC to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 7.01 shall give to HCIC, directly or indirectly, the right to control or direct the ordinary course of business operations of the Company or any Company Subsidiary prior to the Closing Date. Prior to the Closing Date, each of HCIC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations.

Section 7.02 Conduct of Business by PubCo, First Merger Sub and Second Merger Sub Pending the Mergers.

(a) PubCo, First Merger Sub and Second Merger Sub each agrees that, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 7.01 of the Company Disclosure Schedule and (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), unless HCIC shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed):

(i) PubCo shall, and shall cause First Merger Sub and Second Merger Sub to, conduct their business in the ordinary course of business; and

(ii) PubCo, First Merger Sub and Second Merger Sub shall each use its reasonable best efforts to preserve substantially intact the business organization of PubCo, First Merger Sub and Second Merger Sub, to keep available the services of the current officers, key employees and consultants of PubCo, First Merger Sub and Second Merger Sub and to preserve the current relationships of PubCo, First Merger Sub and Second Merger Sub with persons with which PubCo, First Merger Sub or Second Merger Sub has significant business relations.

(b) By way of amplification and not limitation, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the PIPE Financing), (2) or in connection with the terms and conditions of, any Subscription Agreement or (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), PubCo shall not, and shall cause First Merger Sub and Second Merger Sub not to, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of HCIC (which consent shall not be unreasonably conditioned, withheld or delayed):

(i) terminate, amend, supplement, modify or otherwise change such entity’s certificate of incorporation, articles of association, memorandum of association or bylaws or equivalent organizational documents or enter into any new shareholders agreement or any other agreement with any shareholder with respect to the Transactions;

(ii) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock of, or any equity interests in, PubCo, First Merger Sub or Second Merger Sub, or any options, warrants, restricted share units, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of PubCo, First Merger Sub or Second Merger Sub; or (B) any material assets of PubCo, First Merger Sub or Second Merger Sub;

(iii) acquire any equity interest or other interest in any other entity or enter into a joint venture or business association with any other entity;

(iv)   declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

(v) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

(vi) (A) acquire (including by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization or any division thereof; or (B) incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets;

(vii) (A) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of PubCo, First Merger Sub or Second Merger Sub, (B) enter into any new, or materially amend any existing, employment, retention, bonus, change in control, or termination agreement with any such individual, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any such individual, (D) establish or become obligated under any collective bargaining agreement or other contract or agreement with a labor union, trade union, works council, or other representative of employees, (E) hire any new employee, (F) change the title of its employees in the ordinary course of business and (G) make annual or quarterly bonus or commission payments in the ordinary course of business and in accordance with the bonus or commission plans existing on the Original Signing Date;

(viii) grant any severance or termination pay to, any employee or director or officer of PubCo, First Merger Sub or Second Merger Sub;

(ix) adopt, amend or terminate any material Plan or any Employee Benefit Plan that would be a Plan if in effect as of the Original Signing Date, except as required by applicable Law;

(x) materially amend or change any accounting policies or procedures of PubCo, First Merger Sub or Second Merger Sub, other than reasonable and usual amendments in the ordinary course of business;

(xi) make any material tax election, amend a material Tax Return or settle or compromise any material United States federal, state, local or non-U.S. income tax liability;

(xii) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $500,000 individually or $2,000,000 in the aggregate; or

(xiii) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

(c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any of PubCo, First Merger Sub or Second Merger Sub from taking or failing to take any Outbreak Measures or any reasonable action that is taken in good faith in response to COVID-19 following, to the extent practicable and legally permissible, good faith consultation with HCIC.

(d) Nothing herein shall require PubCo to obtain consent from HCIC to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 7.02 shall give to HCIC, directly or indirectly, the right to control or direct the ordinary course of business operations of PubCo, First Merger Sub or Second Merger Sub prior to the Closing Date. Prior to the Closing Date, each of HCIC and PubCo shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations.

Section 7.03 Conduct of Business by HCIC Pending the Mergers.

(a) HCIC agrees that, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, as set forth on Section 7.03 of the HCIC Disclosure Schedule and (2) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), unless the Company (prior to the F-Reorg Time) or Plus Holdings (following the F-Reorg Time) shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed):

(i) the business of HCIC shall be conducted in the ordinary course of business and in a manner consistent with past practice; and

(ii) HCIC shall use its reasonable efforts prior to the Mergers to maintain the listing of the HCIC Units, the HCIC Class A Common Stock and the HCIC Public Warrants on the Nasdaq.

(b) By way of amplification and not limitation, except (1) as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the PIPE Financing), (2) in connection with the terms and conditions of, any Subscription Agreement, as set forth on Section 7.03 of the HCIC Disclosure Schedule or (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), HCIC shall not, between the Original Signing Date and the Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned:

(i) amend or otherwise change the HCIC Organizational Documents or form any subsidiary of HCIC;

(ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the HCIC Organizational Documents;

(iii) acquire any equity interest or other interest in any other entity or enter into a joint venture or business association with any other entity;

(iv)   reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the HCIC Common Stock or HCIC Warrants except for redemptions from the Trust Fund that are required pursuant to the HCIC Organizational Documents;

(v) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock or other securities of HCIC, or any options, warrants, restricted share units, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of HCIC, except in connection with conversion of the HCIC Class B Common Stock pursuant to the HCIC Organizational Documents, or (B) any material assets of HCIC;

(vi) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or enter into any strategic joint ventures, partnerships or alliances with any other person;

(vii) incur any Indebtedness or assume, guarantee or endorse, otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of HCIC, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business;

(viii) (A) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of HCIC, (B) enter into any new, or materially amend any existing, employment, retention, bonus, change in control, or termination agreement with any such individual, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any such individual, (D) establish or become obligated under any collective bargaining agreement or other contract or agreement with a labor union, trade union, works council, or other representative of employees, (E) hire any new employee, (F) change the title of its employees in the ordinary course of business and (G) make annual or quarterly bonus or commission payments in the ordinary course of business and in accordance with the bonus or commission plans existing on the Original Signing Date;

(ix) grant any severance or termination pay to, any employee or director or officer of HCIC;

(x) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the Original Signing Date, as agreed to by its independent accountants;

(xi)   make any material tax election, amend a material Tax Return or settle or compromise any material United States federal, state, local or non-U.S. income tax liability;

(xii) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises; or

(xiii) liquidate, dissolve, reorganize or otherwise wind up the business and operations of HCIC;

(xiv) amend the Trust Agreement or any other agreement related to the Trust Account; or

(xv)   enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

(c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent HCIC from taking or failing to take any Outbreak Measures or any reasonable action that is taken in good faith in response to COVID-19 following, to the extent practicable and legally permissible, good faith consultation with the Company.

(d) Nothing herein shall require HCIC to obtain consent from the Company or Plus Holdings to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing in this Section 7.03 shall give to the Company or Plus Holdings, directly or indirectly, the right to control or direct the ordinary course of business operations of HCIC prior to the Closing Date. Prior to the Closing Date, each of HCIC, the Company and Plus Holdings shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Section 7.04 Claims Against Trust Account.

(a) Reference is made to the final prospectus of HCIC, dated as of January 14, 2021 and filed with the SEC (File Nos. 333-251609 and 333-252115) on January 19, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that HCIC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of HCIC’s public stockholders (including overallotment shares acquired by HCIC’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, HCIC may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their HCIC Class A Common Stock in connection with the consummation of HCIC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (ii) to the Public Stockholders if HCIC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (iii) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes or (iv) to HCIC after or concurrently with the consummation of a Business Combination.

(b) For and in consideration of HCIC 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 affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account, 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 HCIC or its Representatives, on the one hand, and the Company or its 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 (any and all such claims are collectively referred to hereafter as the “Released Claims”).

(c) The Company on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Company or any of its affiliates may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with HCIC or its Representatives and will not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with HCIC or its affiliates), provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against HCIC or any other person (other than Public Stockholders with respect to funds released from the Trust Account pursuant to any such Public Stockholder’s Redemption Rights), in each case for (i) legal relief against monies or other assets of HCIC held outside of the Trust Account (and any assets that have been purchased or acquired with any such funds); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 11.10 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account; or (iii) where permitted by Section 10.02, for damages for a willful material breach of this Agreement against HCIC or its successor entities in the event this Agreement is terminated pursuant to Section 10.01(f) and HCIC consummates, directly or indirectly, a business combination transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by HCIC and its affiliates to induce HCIC to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its affiliates under applicable Law.

(d) To the extent the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to HCIC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against HCIC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding in violation of the foregoing, HCIC and its Representatives, as applicable, shall be entitled to recover from the Company and its affiliates the associated legal fees and costs in connection with any such action, in the event HCIC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 7.04 shall survive indefinitely with respect to the obligations set forth in this Agreement.

ARTICLE VIII

ADDITIONAL AGREEMENTS

Section 8.01 Proxy Statement; Registration Statement.

(a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Financials, (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or  to the extent that use of such information is required to avoid violation of applicable Law.

(b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto.

(c) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

(d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Section 8.02 HCIC Stockholders’ Meeting. HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable after the Registration Statement becomes effective (but in any event no later than 30 days after the date on which the Proxy Statement is mailed to stockholders of HCIC) for the purpose of voting solely upon the HCIC Proposals; provided that HCIC may postpone or adjourn the HCIC Stockholders’ Meeting on one or more occasions for up to 30 days in the aggregate upon the good faith determination by the HCIC Board that such postponement or adjournment is necessary to solicit additional proxies to obtain approval of the HCIC Proposals or otherwise take actions consistent with HCIC’s obligations pursuant to Section 8.10. HCIC shall use its reasonable best efforts to hold the HCIC Stockholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective (but in any event no later than 30 days after the date on which the Proxy Statement is mailed to the HCIC stockholders). HCIC shall use its best efforts to obtain the approval of the HCIC Proposals at the HCIC Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the HCIC Proposals, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders. The HCIC Board shall recommend to its stockholders that they approve the HCIC Proposals and shall include such recommendation in the Proxy Statement (the “HCIC Board Recommendation”). The HCIC Board shall not change, withdraw, withhold, qualify or modify in a manner adverse to the Company, the HCIC Board Recommendation.

Section 8.03 PubCo Stockholder’s Meeting; First Merger Sub Stockholder’s Approval and Second Merger Sub Stockholder’s Approval. Promptly following the execution of this Agreement, PubCo shall approve and adopt this Agreement and approve the Mergers and the other transactions contemplated by this Agreement in its capacity as the sole stockholder of First Merger Sub and Second Merger Sub.

Section 8.04 Requisite Approval. Upon the terms set forth in this Agreement, the Company shall as soon as reasonably practicable after the Registration Statement becomes effective: (a) seek the Transaction Consent and (b) in the event the Company determines it is not able to obtain the Transaction Consent, call and seek to hold a general meeting of holders of Company Shares for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transaction contemplated by this Agreement (the “Company Shareholders Meeting”) which Company Shareholders Meeting shall be held prior to or on the date that is twenty (20) Business Days after the later of (x) July 5, 2021, and (y) the date the Registration Statement becomes effective if the Transaction Consent has not been obtained within five (5) Business Days after the Registration Statement becomes effective. The Company shall use its best efforts to obtain the Transaction Consent at the Company Shareholders Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action reasonably necessary or advisable to secure the Company Shareholder Approval. The Company Board shall recommend to its shareholders that they approve this Agreement and the Mergers (the “Company Board Recommendation”). The Company Board shall not change, withdraw, withhold, qualify or modify in a manner adverse to HCIC, the Company Board Recommendation.

Section 8.05 Plus Holdings Approval. Promptly following the execution of this Agreement, the Company shall, in its capacity as the sole stockholder of Plus Holdings, cause Plus Holdings to: (a) approve and adopt this Agreement and approve the Mergers and other transactions contemplated hereby (b) in its capacity as the sole stockholder of Prime Merger Sub, cause Prime Merger Sub to approve the F-Reorg Merger.

Section 8.06 Access to Information; Confidentiality.

(a) From the Original Signing Date until the Effective Time, the Company and HCIC shall (and shall cause their respective subsidiaries to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 8.12(c), provided that, in each case, the Company, HCIC and their respective Representatives will comply with all applicable safety rules and reasonable controls in the course of receiving such access. Notwithstanding the foregoing, neither the Company nor HCIC shall be required to provide access to or disclose information where the access or disclosure would (x) jeopardize the protection of attorney-client privilege; (y) the Company or HCIC, as applicable, reasonably determines, in light of COVID-19, that such access or disclosure would jeopardize the health and safety of its employees; or (z) contravene applicable Law, including any Outbreak Measures (it being agreed, in each case, that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

(b) All information obtained by the parties pursuant to this Section 8.06 shall be kept confidential in accordance with the non-disclosure agreement, dated as of February 10, 2021 (the “Non-Disclosure Agreement”), between HCIC and the Company.

(c) Notwithstanding anything in this Agreement to the contrary, each party (and its respective Representatives) may consult any Tax advisor as is reasonably necessary regarding the Tax treatment and Tax structure of the Transactions and may disclose to such advisor as reasonably necessary, the intended Tax treatment and Tax structure of the Transactions and all materials (including any Tax analysis) that are provided relating to such treatment or structure, in each case in accordance with the Non-Disclosure Agreement.

Section 8.07 Exclusivity. From the Original Signing Date and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, the parties shall not, and shall cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than with the other parties to this Agreement and their respective Representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 8.07. Each party shall, and shall cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each party also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the Original Signing Date executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it prior to the Original Signing Date (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that such party is subject to an exclusivity agreement with respect to the Transaction that prohibits such party from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 8.07 by a party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 8.07 by such party.

Section 8.08 Directors’ and Officers’ Indemnification.

(a) The certificate of incorporation and memorandum and articles of association of the Surviving Corporation and the certificate of incorporation and bylaws of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Company Charter and the HCIC Organizational Documents, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of HCIC and of the Company and its subsidiaries, unless such modification shall be required by applicable Law. From and after the Effective Time, the Surviving Corporation, the Surviving Entity and PubCo agree to indemnify and hold harmless each present and former director and officer of the Company and HCIC (and, as applicable, their Subsidiaries) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company and HCIC (and, as applicable, their Subsidiaries) would have been permitted under applicable Law; the Company Charter, the HCIC Organizational Documents or applicable Subsidiary bylaws and certificate of incorporation, as the case may be, in effect on the Original Signing Date to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). The Surviving Corporation, the Surviving Entity and PubCo further agree that with respect to the provisions of the certificate of incorporation and bylaws of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law.

(b) From the Original Signing Date, and for a period of six years from the Effective Time, PubCo shall maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by HCIC’s and the Company’s directors’ and officers’ liability insurance policy on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo be required to pay an annual premium for such insurance in excess of the greater of (i) 300% of the aggregate annual premium currently payable for such insurance policies and (ii) that paid by other similarly situated listed companies in the US (the “Maximum Annual Premium”); provided, however, that (i) PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time so long as the aggregate cost for such “tail” policy does not exceed the Maximum Annual Premium and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 8.08(b) shall be continued in respect of such claim until the final disposition thereof.

(c) On the Closing Date, to the extent not already entered into, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of HCIC, the Company and PubCo with the post-Closing directors and officers of PubCo, which indemnification agreements shall continue to be effective following the Closing.

Section 8.09 Notification of Certain Matters. The Company shall give prompt notice to HCIC, and HCIC shall give prompt notice to the Company, of any event of which either such party becomes aware between the Original Signing Date and the Closing (or the earlier termination of this Agreement in accordance with Article X), the occurrence, or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article IX to fail.

Section 8.10 Further Action; Reasonable Best Efforts.

(a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise, or which may be requested by Governmental Authorities and each shall cooperate with the other, to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Mergers. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party shall use their reasonable best efforts to take all such action.

(b) Each of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Non-Disclosure Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

(c) Notwithstanding the generality of the foregoing, HCIC and PubCo shall use reasonable best efforts to consummate the PIPE Financing in accordance with the Subscription Agreements, and the Company shall, on a reasonable best efforts basis, cooperate with HCIC and PubCo in such efforts. Neither (i) HCIC, without the prior written consent of, prior to the F-Reorg Time, the Company, and following the F-Reorg Time, Plus Holdings, nor (ii) PubCo, without the prior written consent of HCIC (with each such consent in the foregoing (i) and (ii) not to be unreasonably withheld, delayed or conditioned), shall permit or consent to any amendment, supplement or modification to any Subscription Agreement that would reasonably be expected to cause any of the conditions set forth in Article IX to fail, and PubCo and the Company shall cooperate with HCIC as provided in Section 7.03 of the HCIC Disclosure Schedule.

Section 8.11 Public Announcements. The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to by each of HCIC and the Company. Thereafter, between the Original Signing Date and the Closing Date (or the earlier termination of this Agreement in accordance with Article X) unless otherwise prohibited by applicable Law or the requirements of the Nasdaq, each of HCIC and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement, the Merger or any of the other Transactions, and shall not issue any such press release or make any such public statement without the prior written consent of the other party. Furthermore, nothing contained in this Section 8.11 shall prevent HCIC or the Company or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other party in accordance with this Section 8.11.

Section 8.12 Tax Matters.

(a) None of HCIC, PubCo, First Merger Sub, Second Merger Sub, Third Merger Sub, Plus Holdings or the Company shall (and each shall cause its affiliates not to) take any action (or fail to take any reasonable action) which action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment.

(b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of HCIC, PubCo, First Merger Sub, Second Merger Sub, Third Merger Sub, Plus Holdings and the Company shall report the Mergers consistent with the Intended Tax Treatment, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Mergers.

(c) Each party shall promptly notify the other party in writing if, before the Closing Date, such party knows or has reason to believe that the Merger may not qualify for the Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in order to facilitate the Merger qualifying for the Intended Tax Treatment).

(d) PubCo agrees to not (i) liquidate HCIC, (ii) merge HCIC into another company or (iii) cause HCIC to distribute any assets, in each case, prior to the second anniversary of the Closing.

(e) PubCo acknowledges that any stockholder of HCIC (“HCIC Stockholder”) who owns five percent (5%) or more of the ordinary shares of PubCo immediately after the Closing, as determined under Section 367 of the Code and the Treasury Regulations promulgated thereunder, may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8. Upon the written request of any such HCIC Stockholder made following the Closing Date, PubCo shall (i) use reasonable efforts to furnish to such HCIC Stockholder such information as such HCIC Stockholder reasonably requests in connection with such HCIC Stockholder’s preparation of a gain recognition agreement, and (ii) use reasonable efforts to provide such HCIC Stockholder with the information reasonably requested by such HCIC Stockholder for purposes of determining whether there has been a gain “triggering event” under the terms of such HCIC Stockholder’s gain recognition agreement, in each case, at the sole cost and expense of such requesting HCIC Stockholders.

(f)   Following the Closing Date, PubCo shall, or shall cause HCIC to, comply with the tax reporting obligations of Treasury Regulation 1.367(a)-3(c)(6).

Section 8.13 Stock Exchange Listing.

(a) From the Original Signing Date through the Closing, HCIC shall use commercially reasonable efforts to ensure HCIC remains listed as a public company on, and for shares of HCIC Class A Common Stock and HCIC Units and HCIC Public Warrants to be listed on, the Nasdaq.

(b) From the Original Signing Date through the Closing, the parties hereto, and HCIC shall cooperate with the Company to, use commercially reasonable efforts to cause the PubCo Shares and PubCo Warrants to be issued in connection with the Transactions to be approved for listing as of the Closing Date on either the Nasdaq or the New York Stock Exchange (the “NYSE”) (as mutually agreed by HCIC and the Company), and to do such things as are necessary, proper and advisable which may be requested by Nasdaq or NYSE in connection with a listing pursued pursuant to this Section 8.13(b).

Section 8.14 Antitrust.

(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, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than fifteen (15) Business Days after the Original Signing Date, the Company and HCIC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

(b) The parties hereto shall, in connection with its efforts to obtain all requisite approvals and expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its reasonable best 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 reasonably informed of any communication received by such party from, or given by such party 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, and promptly furnish the other with copies of all such written communications; (iii) permit the other to review in advance any written communication to be 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 the other party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party is prohibited from participating in or attending any meetings or conferences, the other shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.14(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company and (ii) as necessary to comply with contractual arrangements.

(c) No party hereto shall take any action that would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

Section 8.15 PCAOB Financials. The Company shall (i) deliver true and complete copies of the audited consolidated balance sheet of the Company and the consolidated Company Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income, changes in shareholder equity, and cash flows of the Company and the consolidated Company Subsidiaries, together with the explanatory notes for the years then ended, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB and together with the audit opinion of PricewaterhouseCoopers Zhong Tian LLP, independent auditor to the Company, thereon (collectively, the “PCAOB Audited Financials”) and (ii) use reasonable best efforts to deliver unaudited financial statements, including consolidated balance sheets and consolidated statements of income, changes in shareholder equity, and cash flows, of the Company and the consolidated Company Subsidiaries, together with the explanatory notes as at and for the three-months ended March 31, 2021 and March 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and reviewed by PricewaterhouseCoopers Zhong Tian LLP (collectively, together with the PCAOB Audited Financials, the “PCAOB Financials”), in each case on the first date on which the Registration Statement is filed with the SEC.

Section 8.16 Trust Account. As of the Effective Time, the obligations of HCIC to dissolve or liquidate within a specified time period as contained in HCIC’s Certificate of Incorporation will be terminated and HCIC shall have no obligation whatsoever to dissolve and liquidate the assets of HCIC by reason of the consummation of the Mergers or otherwise, and no stockholder of HCIC shall be entitled to receive any amount from the Trust Account. At least forty-eight (48) hours prior to the Effective Time, HCIC shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Effective Time to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account to HCIC (to be held as available cash on the balance sheet of HCIC, and to be used for working capital and other general corporate purposes of the business following the Closing) and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

Section 8.17 Directors. HCIC and the Company shall take all necessary action so that immediately after the Effective Time, (a) the board of directors of PubCo is comprised of the individuals designated on Section 2.05 of the Company Disclosure Schedule, (b) the board of directors of the Surviving Entity is comprised of the individuals designated on Section 2.05 of the HCIC Disclosure Schedule, and (c) the board of directors of the Surviving Corporation is comprised of the individuals designated on Section 2.05 of the Company Disclosure Schedule.

Section 8.18 Lock-Up Agreements. Concurrently with the execution and delivery of this Agreement, the Company and PubCo shall cause the Lock-Up Shareholders and PubCo to deliver, or cause to be delivered, to HCIC copies of the Signing Lock-Up Agreements duly executed by all such parties. After the Original Signing Date, the Company and PubCo shall (a) cause each Additional 2% Lock-Up Shareholder and PubCo to deliver, or cause to be delivered, to HCIC a Closing Lock-Up Agreement duly executed by such Additional 2% Lock-Up Shareholder and PubCo; and (b) use reasonable best efforts cause each Additional Other Lock-Up Shareholder to deliver, or cause to be delivered, to HCIC a Closing Lock-Up Agreement duly executed by such Additional Other Lock-Up Shareholder and PubCo, provided, however, that the Company and PubCo shall cause any Person who becomes an Additional Other Lock-Up Shareholder as a result of receiving Company Shares pursuant to the 2021 Company Share Plan to deliver, or cause to be delivered, to HCIC a Closing Lock-Up Agreement duly executed by such Additional Other Lock-Up Shareholder substantially concurrent with such Person’s receipt of such Company Shares. For the avoidance of doubt, no Company Shares under the Company Share Plans shall be issued to any Person who has not signed a Lock-Up Agreement with respect to such Company Shares.

Section 8.19 Trigger Events. The Company and PubCo shall not (a) permit or cause a triggering event to occur under any Company Share Award agreement or the Company Share Plans (i) as a result of the Transactions or (ii) for the term of any Lock-Up Agreement and (b) permit the Zedra Trust to transfer any shares of the Company (i) as a result of the Transactions or (ii) for the term of any Lock-Up Agreement.

Section 8.20 Resignations. Concurrently with the Closing, (a) the Company shall cause all members of the Company Board and the Boards of Directors of the Company Subsidiaries, other than those persons identified as continuing directors on Section 2.05 of the Company Disclosure Schedule, to deliver, or cause to be delivered, to HCIC executed written resignations, and (b) HCIC shall cause all members of the HCIC Board, other than those persons identified as continuing directors on Section 2.05 of the Company Disclosure Schedule, to deliver, or cause to be delivered, executed written resignations, in each case of the foregoing (a) and (b) effective as of the Effective Time.

Section 8.21 Copy of the VDR. The Company shall provide to HCIC a true and correct electronically stored copy of the VDR as such exists (a) concurrent with the execution and delivery of this Agreement and (b) concurrent with the Closing.

ARTICLE IX

CONDITIONS TO THE MERGER

Section 9.01 Conditions to the Obligations of Each Party. The obligations of the Company, Plus Holdings, HCIC, PubCo, First Merger Sub and Second Merger Sub to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

(a) Company Shareholder Approval. The F-Reorg Consent and the Transaction Consent shall have been obtained.

(b) HCIC Stockholders’ Approval. The HCIC Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of HCIC in accordance with the Proxy Statement, the DGCL, the HCIC Organizational Documents and the rules and regulations of the Nasdaq.

(c) Approval of Stockholders of PubCo, First Merger Sub and Second Merger Sub. (i) This Agreement shall have been approved and adopted by Company in its capacity as the sole shareholder of PubCo; and (ii) this Agreement and the Mergers shall have been approved and adopted by PubCo in its capacity as the sole stockholder of First Merger Sub and Second Merger Sub, respectively.

(d) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Mergers, illegal or otherwise prohibiting consummation of the Transactions, including the Mergers.

(e) Antitrust Approvals and Waiting Periods. All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated.

(f)   Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC.

(g) Stock Exchange Listing. A supplemental listing shall have been filed with and approved by either the Nasdaq or the NYSE (as mutually agreed by HCIC and the Company) as of the Closing Date to list the shares constituting the aggregate Plus Holdings Share Consideration.

(h) HCIC Net Tangible Assets. HCIC shall have at least $5,000,001 of net tangible assets following the exercise of Redemption Rights in accordance with the HCIC Organizational Documents.

Section 9.02 Conditions to the Obligations of HCIC. The obligations of HCIC to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company contained in (i) Section 4.01 (Organization and Qualification; Subsidiaries) (except for Section 4.01(b)), Section 4.04 (Authority Relative to this Agreement) and Section 4.23 (Brokers) shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein), except to the extent of any changes that reflect actions permitted in accordance with Section 7.01 of this Agreement and except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (ii) Section 4.03 (Capitalization) and Section 4.08 (Absence of Certain Changes or Events) (except for Section 4.08(d)) shall be true and correct in all respects except for (A) de minimis inaccuracies as of the Original Signing Date and as of the Effective Time as though made on and as of such date, (B) to the extent of any changes that reflect actions permitted in accordance with Section 7.01 of this Agreement, (C) to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date and (D) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to the Company, HCIC, PubCo, First Merger Sub or Second Merger Sub or their affiliates and (iii) all other representations and warranties of the Company set forth in Article IV and all representations and warranties of each of PubCo, First Merger Sub and Second Merger Sub set forth in Article V, shall in each case be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and except where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect.

(b) Agreements and Covenants. The Company, PubCo, First Merger Sub and Second Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time.

(c) Officer’s Certificate. The Company shall have delivered to HCIC a certificate (the “Company Officer’s Certificate”), dated as of the Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(d).

(d) Material Adverse Effect. No Company Material Adverse Effect shall have occurred between the Original Signing Date and the Closing Date.

(e) Registration Rights Agreement. All parties to the Registration Rights Agreement (other than HCIC) shall have delivered, or cause to be delivered, to HCIC copies of the Registration Rights Agreement duly executed by all such parties.

(f)   PCAOB Financials. The Company shall have delivered to HCIC the PCAOB Financials.

(g) Closing Lock-Up Agreements. The Company and PubCo shall have delivered to HCIC each Closing Lock-Up Agreement that has been executed by an Additional Lock-Up Shareholder.

(h) Closing Lock-Up Threshold. The Company and PubCo shall have delivered to HCIC Lock-Up Agreements executed by persons holding, in the aggregate, no less than eighty-five percent (85%) of Plus Holdings Deemed Outstanding Shares (without giving effect to the number of Plus Holdings Ordinary Shares issuable upon the exercise of the Company Share Purchase Warrant).

Section 9.03 Conditions to the Obligations of the Company, PubCo, First Merger Sub and Second Merger Sub. The obligations of the Company, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of HCIC contained in (i) Section 6.01 (Corporate Organization), Section 6.04 (Authority Relative to this Agreement) and Section 6.12 (Brokers) shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “HCIC Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any changes that reflect actions permitted in accordance with Section 7.03 of this Agreement and except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (ii) Section 6.03 (Capitalization) and Section 6.08 (Absence of Certain Changes or Events) (except for Section 6.08(c)) shall be true and correct in all respects except for (A) de minimis inaccuracies as of the Original Signing Date and as of the Effective Time as though made on and as of such date, (B) to the extent of any changes that reflect actions permitted in accordance with Section 7.03 of this Agreement, (C) to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date, and (D) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to the Company, HCIC, PubCo, First Merger Sub or Second Merger Sub or their affiliates and (iii) other representations and warranties of HCIC contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “HCIC Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and except where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a HCIC Material Adverse Effect.

(b) Agreements and Covenants. HCIC shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

(c) Officer’s Certificate. HCIC shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of HCIC, certifying as to the satisfaction of the conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(d).

(d) Material Adverse Effect. No HCIC Material Adverse Effect shall have occurred between the Original Signing Date and the Closing Date.

(e) Registration Rights Agreement. HCIC shall have delivered a copy of the Registration Rights Agreement duly executed by HCIC.

(f)   PIPE Financing. PubCo shall have received the proceeds for the PIPE Financing in full and reasonable evidence thereof shall have been delivered to the Company.

(g) FIRPTA Certificate. HCIC shall have delivered to PubCo and the Company a duly executed certificate, in form and substance as prescribed by Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), stating that HCIC is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code.

ARTICLE X

TERMINATION, AMENDMENT AND WAIVER

Section 10.01   Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company or HCIC, as follows:

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

(b) by either HCIC or the Company if the Effective Time shall not have occurred prior to November 8, 2021 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 10.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article IX on or prior to the Outside Date;

(c) by either HCIC or the Company if any Governmental Authority in the United States or other applicable non-U.S. jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Transactions, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the Transactions, including the Mergers;

(d) by HCIC if the Company shall have failed to obtain the Transaction Consent prior to or on the date that is twenty (20) Business Days after the later of (i) July 5, 2021, and (ii) the date the Registration Statement becomes effective;

(e) by HCIC upon a breach of any representation, warranty, covenant or agreement on the part of the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub set forth in this Agreement, or if any representation or warranty of the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub shall have become untrue, in either case such that the conditions set forth in Sections 9.02(a) and 9.02(b) would not be satisfied (“Terminating Company Breach”); provided, that HCIC has not waived such Terminating Company Breach and HCIC is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided further, that, if such Terminating Company Breach is curable by the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub, HCIC may not terminate this Agreement under this Section 10.01(e) for so long as the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub, as the case may be, continues to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by HCIC to the Company, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub, as the case may be; or

(f) by the Company upon a breach of any representation, warranty, covenant or agreement on the part of HCIC set forth in this Agreement, or if any representation or warranty of HCIC shall have become untrue, in either case such that the conditions set forth in Sections 9.03(a) and 9.03(b) would not be satisfied (“Terminating HCIC Breach”); provided that the Company has not waived such Terminating HCIC Breach and the Company is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, however, that, if such Terminating HCIC Breach is curable by HCIC, the Company may not terminate this Agreement under this Section 10.01(f) for so long as HCIC continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by the Company to HCIC.

Section 10.02 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth Article XI, and any corresponding definitions set forth in Article I, or (ii) in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Section 10.03   Amendment. This Agreement may be amended in writing by the parties hereto at any time prior to the Effective Time. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

Section 10.04   Waiver. At any time prior to the Effective Time, (i) HCIC may (a) extend the time for the performance of any obligation or other act of the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub, (b) waive any inaccuracy in the representations and warranties of the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub contained herein or in any document delivered by the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub pursuant hereto and (c) waive compliance with any agreement of the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub or any condition to their obligations contained herein; and (ii) the Company may (a) extend the time for the performance of any obligation or other act of HCIC, (b) waive any inaccuracy in the representations and warranties of HCIC contained herein or in any document delivered by HCIC pursuant hereto and (c) waive compliance with any agreement of HCIC or any condition to its obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

ARTICLE XI

GENERAL PROVISIONS

Section 11.01   Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.01):

if to HCIC:

Hennessy Capital Investment Corp. V

3415 North Pines Way, Suite 204

Wilson, WY 83014

Attention: Daniel Hennessy, Gregory Ethridge and Nicholas Petruska

Email: dhennessy@hennessycapllc.com,

gethridge@hennessycapllc.com and npetruska@hennessycapllc.com,

with a copy to:

Sidley Austin LLP

One South Dearborn St.

Chicago, IL 60603

Attention: Jeffrey N. Smith and Dirk W. Andringa

Email: jnsmith@sidley.com and dandringa@sidley.com

if to the Company, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub:

PlusAI Corp

16/F Lingyu Commercial Plaza, No. 66 Qinglonggang Road, Gaotiexincheng, Xiangcheng District, Suzhou

Attention: Oswald Gao

Email: oswald@plus.ai

with a copy to:

Linklaters LLP

11th Floor, Alexandra House

Chater Road

Hong Kong SAR

Attention: Xiaoxi Lin

Email: xiaoxi.lin@linklaters.com

and a copy to:

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: Jeffrey Cohen and Peter Cohen-Millstein

Email: jeffrey.cohen@linklaters.com and peter.cohen-millstein@linklaters.com

Section 11.02 Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI and any corresponding definitions set forth in Article I.

Section 11.03   Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 11.04   Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the parties with respect to the subject matter hereof and supersede, except as set forth in Section 8.06(b), all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, except for the Non-Disclosure Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party without the prior express written consent of the other parties hereto.

Section 11.05   Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 8.08 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons).

Section 11.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the Parties hereby irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman Islands: (a) the F-Reorg Merger, (b) following the F-Reorg Merger, (x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Prime Merger Sub in the Company and (y) the cancellation of the shares, the rights provided in Section 238 of the Cayman Companies Act, the fiduciary or other duties of the board of directors of Prime Merger Sub and the internal corporate affairs of Prime Merger Sub, (c) the First Merger and (d) following the First Merger, (x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of First Merger Sub and the Company in the Surviving Corporation and (y) the cancellation of the shares, the rights provided in Section 238 of the Cayman Companies Act, the fiduciary or other duties of the Company Board and the board of directors of First Merger Sub and the internal corporate affairs of the Company and First Merger Sub. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 11.07 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 litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.07.

Section 11.08 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.09 Counterparts; Electronic Delivery. This Agreement and each other Transaction Document may be executed and delivered (including by facsimile or portable document format (.pdf) 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. Delivery by email to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

Section 11.10 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger) in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any federal or state court of competent jurisdiction located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 11.11 No Recourse. Except in the case of fraud, all actions, claims, obligations, liabilities or causes of actions (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with or as an inducement to, this Agreement), (c) any breach of this Agreement and (d) any failure of the Mergers to be consummated, may be made only against (and, without prejudice to the rights of any express third party beneficiary to whom rights under this Agreement inure pursuant to Section 11.05), the persons that are expressly identified as parties to this Agreement and not against any Nonparty Affiliate (as defined below). Except in the case of fraud, no other person, including any director, officer, employee, incorporator, member, partner, manager, stockholder, optionholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement, or any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender (each of the foregoing, a “Nonparty Affiliate”) to any of the foregoing shall have any liabilities (whether in contract or in tort, in law or in equity, granted by statute or by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) and each party, on behalf of itself and its affiliates, hereby irrevocably releases and forever discharges each of the Nonparty Affiliates from any such liability or obligation.

Section 11.12 Waivers of Conflicts.

(a) Recognizing that Sidley Austin LLP (“Sidley”) has acted as legal counsel to HCIC, Sponsor, certain HCIC security holders and certain of their respective affiliates prior to the Closing, and that Sidley may act as legal counsel to PubCo, the Surviving Corporation and one or more of its Subsidiaries, and the Surviving Entity, Sponsor, certain HCIC security holders and certain of their respective affiliates after the Closing, each of HCIC and the Surviving Corporation (including on behalf of the Surviving Corporation’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its affiliates to waive, any conflicts that may arise in connection with of Sidley representing any of HCIC, PubCo, the Surviving Corporation or any of its Subsidiaries, the Surviving Entity, Sponsor, any HCIC security holder and any of their respective affiliates after the Closing. In addition, all communications involving attorney-client confidences by or among HCIC, Sponsor, HCIC security holders or their respective affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby will be deemed to be attorney-client confidences that belong solely to Sponsor, such HCIC security holder or such affiliate (and not to PubCo, the Surviving Corporation or any of its Subsidiaries, or the Surviving Entity). Accordingly, PubCo, the Surviving Corporation and any of its Subsidiaries, and the Surviving Entity, as the case may be, will not have access to any such communications, or to the files of Sidley relating to such engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sponsor or the applicable HCIC security holder and its affiliates (and not PubCo, the Surviving Corporation or any of its Subsidiaries, or the Surviving Entity) will be the sole holders of the attorney-client privilege with respect to such engagement, and none of HCIC, the Surviving Corporation and its Subsidiaries, and the Surviving Entity will be a holder thereof, (ii) to the extent that files of each of Sidley in respect of such engagement constitute property of the client, only Sponsor, the applicable HCIC security holder or their respective affiliates (and not PubCo, the Surviving Corporation or any of its Subsidiaries, and the Surviving Entity) will hold such property rights and (iii) Sidley will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to PubCo after the Closing or, before or after the Closing, to the Surviving Corporation or any of its Subsidiaries or the Surviving Entity by reason of any attorney-client relationship between Sidley and HCIC before the Closing and, after the Closing, PubCo, the Surviving Corporation and any of its Subsidiaries, the Surviving Entity or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between PubCo, the Surviving Corporation, the Surviving Entity or any of its Subsidiaries and a third party (other than a party to this Agreement or any of their respective affiliates) after the Closing, PubCo, the Surviving Corporation (including on behalf of its Subsidiaries) and the Surviving Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Sidley to such third party; provided, however, that neither PubCo, the Surviving Corporation nor any of its Subsidiaries, nor the Surviving Entity may waive such privilege without the prior written consent of the Sponsor.

(b) Recognizing that Linklaters LLP (“Linklaters”) and Kirkland & Ellis LLP (“Kirkland”) have each acted as legal counsel to the Company, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub and certain of their respective affiliates prior to the Closing, and that Linklaters and/or Kirkland may act as legal counsel to PubCo, the Surviving Corporation and one or more of its Subsidiaries, and the Surviving Entity and certain of its affiliates after the Closing, each of the Company and the Surviving Entity (including on behalf of the Surviving Corporation’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its affiliates to waive, any conflicts that may arise in connection with of Linklaters and/or Kirkland representing any of the Company, PubCo, the Surviving Corporation or any of its Subsidiaries, the Surviving Entity and any of their respective affiliates after the Closing.

[Signature Page Follows]

IN WITNESS WHEREOF, HCIC, PubCo, First Merger Sub, Second Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to A&R Merger Agreement]

[Signature Page to A&R Merger Agreement]

[Signature Page to A&R Merger Agreement]

[Signature Page to A&R Merger Agreement]

[Signature Page to Merger Agreement]

Exhibit A

Form of Lock-Up Agreement

[See attached.]

FORM OF LOCK-UP AGREEMENT

[●], 2021

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Merger Agreement and Plan of Reorganization (the “Merger Agreement”) entered into by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Second Merger Sub”), and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Plus Holdings”), pursuant to which, at the Closing (i) First Merger Sub will merge with and into Plus Holdings, with Plus Holdings surviving as a wholly-owned subsidiary of PubCo, and (ii) Second Merger Sub will merge with and into HCIC, with HCIC surviving as a wholly-owned subsidiary of PubCo. Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.

In order to induce HCIC and PubCo to proceed with the Transactions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Securityholder”) hereby agrees with PubCo and until the Effective Time, HCIC as follows (Securityholder, PubCo and until the Effective Time, HCIC collectively the “Parties” and each individually a “Party”):

1. Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of PubCo, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any ordinary shares, par value $0.000002 per share, of PubCo (“PubCo Shares”) held by it immediately after the Closing, any PubCo Shares issuable upon the exercise of any options or warrants to purchase PubCo Shares held by it immediately after the Closing, or any securities convertible into or exercisable or exchangeable for PubCo Shares held by it immediately after the Closing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such PubCo Shares or securities convertible into or exercisable or exchangeable for PubCo Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) until 180 days after the Closing (the “Lock-Up Period”).

2. The restrictions set forth in paragraph 1 shall not apply to:

provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Securityholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Securityholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

3. The Securityholder hereby represents and warrants that such Securityholder has full power and authority to enter into this Letter Agreement and that this Letter Agreement constitutes the legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms. Upon request, the Securityholder will execute any additional documents necessary in connection with enforcement hereof, provided that the terms of any such additional document shall not impose any additional restrictions or obligations on the Securityholder. Any obligations of the Securityholder shall be binding upon the successors and assigns of the Securityholder from and after the date hereof.

4. This Letter Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all of the Parties.

5. No Party may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Securityholder and each of its respective successors, heirs and assigns and permitted transferees.

6. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Parties (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in any Delaware Chancery Court, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

7. This Letter Agreement shall terminate upon expiration of the Lock-Up Period.

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Exhibit B

Form of Amended and Restated Registration Rights Agreement

[See attached.]

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”) Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an “Other Pre-IPO Holder” on the signature pages hereto (collectively, with the Sponsor, the “Existing Holders”), and the undersigned parties identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”) (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, each of HCIC and the Existing Holders is a party to, and hereby consents to, this amendment and restatement of that certain Registration Rights Agreement, dated January 14, 2021 (the “Existing Registration Rights Agreement”), pursuant to which HCIC granted the Existing Holders certain registration rights with respect to certain securities of HCIC, as set forth therein;

WHEREAS, HCIC and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of October 6, 2020 pursuant to which the Sponsor purchased an aggregate of 8,625,500 shares (including shares issued pursuant to a stock dividend in January 2021) (the “Founder Shares”) of HCIC’s Class B common stock, par value $0.0001 per share, 1,450,000 shares of which were subsequently transferred to certain of the HCIC’s independent directors, officers and advisors;

WHEREAS, on January 14, 2021, HCIC and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor purchased an aggregate of 4,853,333 warrants (the “Sponsor Private Placement Warrants”), in a private placement occurring simultaneously with the closing of the HCIC’s initial public offering;

WHEREAS, in January 2021, the Company and the Sponsor entered into those certain Subscription Agreements (the “Anchor Subscription Agreements”) with certain funds and accounts managed by subsidiaries of BlackRock, Inc. and D. E. Shaw Valence Portfolios, L.L.C. (collectively, the “Anchor Investors”), pursuant to which the Anchor Investors purchased 2,080,000 warrants (the “Anchor Private Placement Warrants”; together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”);

[WHEREAS, in order to finance the HCIC’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the HCIC’s officers and directors loaned to HCIC $[●] as HCIC required, of which $[●] of such loans are being converted into warrants (“Working Capital Warrants”) at a price of $1.50 per warrant in connection with HCIC’s initial Business Combination;]¹

WHEREAS, the Company, HCIC, Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of the Company, Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (“PlusAI”) and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Plus Holdings”) have entered into that certain Merger Agreement and Plan of Reorganization (as may be amended from time to time, the “Merger Agreement”), dated as of May 7, 2021, pursuant to which, through a series of mergers at the Closing (as defined below) PlusAI will become a wholly-owned subsidiary of Plus Holdings and HCIC and PlusAI will become wholly-owned subsidiaries of the Company;

¹ Note to Draft: To be included if applicable.

WHEREAS, pursuant to the transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Existing Holders will acquire Class A ordinary shares, par value $0.000002 per share, of the Company (“Class A Ordinary Shares”) upon the closing of such transactions (the “Closing”) in respect of their Founder Shares (“New Plus Founder Shares”) and will acquire warrants to purchase Class A Ordinary Shares in respect of their Private Placement Warrants (“New Plus HCIC Warrants”);

WHEREAS, pursuant to the transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, certain of the New Holders will receive Class A Ordinary Shares and others will receive the Class B ordinary shares, par value $0.000002 per share, of the Company (“Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) upon the Closing in respect of their equity holdings in Plus Holdings; and

WHEREAS, the Company, HCIC and all of the Existing Holders desire to amend and restate the Existing Registration Rights Agreement in order to provide the Existing Holders and New 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 I
DEFINITIONS

Section 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 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.

“Anchor Investors” shall have the meaning given in the Recitals hereto.

“Anchor Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Anchor Subscription Agreements” shall have the meaning given in the Recitals hereto.

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

“Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

“Class A Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Class B Ordinary Shares” shall have the meaning given in the Recitals hereto.

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

“Commission” shall mean the Securities and Exchange Commission.

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

“Company Underwritten Demand Notice” shall have the meaning given in subsection 2.1(c).

“Demanding Holder” shall have the meaning given in subsection 2.1(c).

“Effectiveness Deadline” shall have the meaning given in subsection 2.1(a).

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

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

“Existing Registration Rights Agreement” shall have the meaning given in the Recitals hereto.

“Form F-1 Registration Statement” shall have the meaning given in subsection 2.1(a).

“Form F-3 Shelf” shall have the meaning given in subsection 2.1(a).

“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof in connection with the Business Combination.

“Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the date hereof or (B) the first date that the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property.

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

“Insider Letter” shall mean that certain letter agreement, dated as of January 14, 2021, by and among the HCIC, the Sponsor and each of the HCIC’s officers, directors and director nominees.

“Lock-Up Periods” shall mean the Founder Shares Lock-Up Period and the Private Placement Lock-Up Period.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1(e).

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

“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.

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

“New Plus Founder Shares” shall have the meaning given in the Recitals hereto.

“New Plus HCIC Warrants” shall have the meaning given in the Recitals hereto.

“Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, and pursuant to the Insider Letter and any other applicable agreement between such Holder and the Company, in each case for so long as such agreements remain in effect, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection 2.2(a).

“Plus Holdings” shall have the meaning given in the Recitals hereto.

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and any Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the date hereof.

“Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“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.

“Registrable Security” shall mean (a) with respect to any Holder, the Ordinary Shares issued to such Holder in the Company or any successor to the Company pursuant to the terms of the Merger Agreement (including the New Plus Founder Shares and any Ordinary Shares issued pursuant to the Merger Agreement or issuable upon the exercise, conversion, exchange or redemption of any other security therefor (including, for the avoidance of doubt, Ordinary Shares issued or issuable upon the exercise of any New Plus HCIC Warrants)) and (b) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a stock dividend or stock split or in connection with a combination of shares, distribution, recapitalization, merger, consolidation or reorganization or other similar event; 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 or book entry positions 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 (together with any successor rule promulgated thereafter by the Commission, “Rule 144”) (without limitation on the amount of securities sold or the manner of sale requirements); 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.

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

“Registration Statement” 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(c).

“Restricted Securities” shall have the meaning given in subsection 3.6(a).

“Rule 144” shall have the meaning given in the definition of “Registrable Security.”

“Rule 415” shall have the meaning given in subsection 2.1(a).

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

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

“Sponsor Private Placement Warrants” 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.

“Underwritten Demand” shall have the meaning given in subsection 2.1(c).

“Underwritten Demand Notice” shall have the meaning given in subsection 2.1(c).

“Underwritten Registration” 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; including an offering and/or sale of Registrable Securities by any Holder in a block trade or on an underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction, but excluding a variable price reoffer.

“Working Capital Warrants” shall have the meaning given in the Recitals hereto.

ARTICLE II
REGISTRATIONS

Section 2.1 Shelf Registration.

Section 2.2 Piggyback Registration.

Section 2.3 Restrictions on Registration Rights. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to (but may, at its sole option) (A) effect an Underwritten Offering (i) within sixty (60) days after the closing of an Underwritten Offering or (ii) 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 an Underwritten Demand pursuant to subsection 2.1(c) and it continues to actively employ, in good faith, all reasonable best efforts to cause the applicable Registration Statement to become effective or (B) file a Registration Statement (or any amendment thereto) or effect an Underwritten Offering (or, if the Company has filed a shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to forty-five (45) days (i) if the Holders have requested an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of Underwriters to firmly underwrite the offer; or (ii) in the good faith judgment of the Board such Underwritten Offering would be materially 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, provided that in each case of (i) and (ii) 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 materially 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; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Section 2.4 Waiver. Notwithstanding anything in this Agreement to the contrary, unless the Company is notified in writing to the contrary by the Anchor Investors, (A) each Anchor Investor hereby waives any and all rights (i) to receive notice of an Underwritten Offering as provided for in this Article II or (ii) to participate in any such Underwritten Offering, and (B) the Company hereby agrees not to notify any Anchor Investor of any Underwritten Offering or provide any Anchor Investor with any information relating thereto.

ARTICLE III
COMPANY PROCEDURES

Section 3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable 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:

Section 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.

Section 3.3 Requirements for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’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.

Section 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.

Section 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. 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, 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.

Section 3.6 Lock-Up Restrictions.

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

Section 4.1 Indemnification.

ARTICLE V
MISCELLANEOUS

Section 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, electronic mail, telecopy, telegram or facsimile. 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 (3rd) Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, 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: PlusAI Corp 16/F Lingyu Commercial Plaza, No. 66 Qinglonggang Road, Gaotiexincheng, Xiangcheng District, Suzhou, Attention: Oswald Gao, Email: oswald@plus.ai, with copies (which shall not constitute notice) to: Linklaters LLP 11th Floor, Alexandra House, Chater Road, Hong Kong SAR, Attention: Xiaoxi Lin, Email: xiaoxi.lin@linklaters.com and a copy to: Linklaters LLP 1290 Avenue of the Americas, New York, NY 10104, Attention: Jeffrey Cohen and Peter Cohen-Millstein, Email: jeffrey.cohen@linklaters.com and peter.cohen-millstein@linklaters.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. 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.

Section 5.2 Assignment; No Third Party Beneficiaries.

Section 5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or 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.

Section 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 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, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION 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.

Section 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, (a) 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 capital stock 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 and (b) any amendment hereto or waiver hereof that adversely affects the rights of any Anchor Investor shall require the consent of such entity. 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.

Section 5.6 Other Registration Rights. Other than pursuant to the terms of those certain Subscription Agreements for a PIPE financing entered into in connection with the Merger Agreement, 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.

Section 5.7 Term. This Agreement shall terminate upon the earlier of the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission))or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale requirements. The provisions of Section 3.5 and Article IV shall survive any termination.

Section 5.8 Foreign Private Issuer Status. If the Company ceases to be a foreign private issuer (as defined in Rule 405 under the Securities Act) eligible to use a registration statement on Form F-1 or Form F-3, or eligible to file periodic reports on Form 20-F or 6-K, as the case may be, then all references in this Agreement to any such form shall be deemed to be references to Form S-1, Form S-3, Form 10-K, Form 10-Q or Form 8-K, as applicable, or such similar or successor form as may be appropriate.

Section 5.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.

[Signature pages follow]

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

Exhibit C-1

Form of Seventh Amended and Restated Memorandum and Articles of Association of the Company

[See attached.]

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

SEVENTH AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

PlusAI Corp

(as adopted by a Special Resolution passed on _____________ 2021

and effective on ____________ 2021)

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

SEVENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

PlusAI Corp

(as adopted by a Special Resolution passed on ______________ 2021

and effective on ____________ 2021)

CONTENTS

THE COMPANIES ACT (AS REVISED) of the Cayman islands

SEVENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

PlusAI Corp

(as adopted by a Special Resolution passed on ____________ 2021

and effective on ____________ 2021)

Act: the Companies Act (As Revised) of the Cayman Islands;

Articles: these articles of association of the Company as amended, restated or supplemented from time to time by Special Resolution;

Auditors: the auditors for the time being of the Company (if any);

Beneficial Owner: has the same meaning as in the Act;

clear days: in relation to the period of a notice, that period excluding the day on which the notice is served (or deemed to be served) and the day for which it is given or on which it is to take effect;

Company: the above named company;

Directors: the directors for the time being of the Company;

Electronic Record: has the same meaning as in the Electronic Transactions Act (As Revised) of the Cayman Islands;

Indemnified Person: any Director, officer or member of a committee duly constituted under these Articles and any liquidator, manager or trustee acting in relation to the affairs of the Company (including anyone previously acting in such capacity) and his heirs, executors, administrators, personal representatives or successors or assigns;

Member: has the same meaning as in the Act;

Memorandum: the memorandum of association of the Company for the time being;

Month: a calendar month;

Ordinary Resolution: a resolution:

Register of Beneficial Ownership: the beneficial ownership register to be kept in accordance with the Act;

Register of Members: the register of Members to be kept in accordance with the Act and includes every duplicate Register of Members;

Registered Office: the registered office for the time being of the Company in the Cayman Islands;

Seal: the common seal of the Company (if any) and includes every duplicate seal;

Secretary: the secretary for the time being of the Company and any person appointed to perform any of the duties of the secretary;

Share: a share in the capital of the Company and includes a fraction of a share, such fractional share being subject to and carrying the corresponding fraction of liabilities, limitations, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class of shares;

Share Premium Account: the share premium account established in accordance with these Articles and the Act;

Special Resolution: a resolution that is described as such in its terms:

Subscriber: the Subscriber to the Memorandum.