Artisan Acquisition 425Business combination disclosure

Exhibit 10.5

DEED OF AMENDMENT

THIS DEED OF AMENDMENT (this “Amendment Deed”) is entered into on March 30, 2022 by and among Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), Prenetics Group Limited, a Cayman Islands exempted company (the “Company”), Artisan Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, reference is made to the Shareholder Support Agreement and Deed dated as of September 15, 2021 by and among the Parties (the “Shareholder Support Agreement”);

WHEREAS, concurrently with the execution of this Amendment Deed, PubCo, the Company, SPAC, AAC Merger Limited, a Cayman Islands exempted company (“Merger Sub 1”) and PGL Merger Limited, a Cayman Islands exempted company (“Merger Sub 2”) are entering into an amendment agreement (the “BCA Amendment”) to amend the business combination agreement dated as of September 15, 2021 by and among PubCo, the Company, SPAC, Merger Sub 1 and Merger Sub 2 (the “Existing BCA”, and the Existing BCA as amended by the BCA Amendment and as may be further amended, restated or supplemented from time to time, the “Amended BCA”);

WHEREAS, concurrently with the execution of this Amendment Deed, the Company, SPAC, PubCo, Artisan LLC, a Cayman Islands limited liability company (“Sponsor”), and the independent directors of SPAC are entering into a Sponsor Forfeiture and Conversion Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, (i) the Sponsor and the independent directors of SPAC have agreed to convert their Class B ordinary shares of SPAC into Class A ordinary shares of SPAC at the applicable conversion ratios set forth therein; and (ii) the Sponsor has agreed to surrender and forfeit certain SPAC warrants, in each case immediately prior to the Initial Closing (as defined in the Amended BCA);

WHEREAS, concurrently with the execution of this Amendment Deed, the Company, SPAC, PubCo, Sponsor and the independent directors of SPAC are entering into a deed of amendment to amend the Sponsor Support Agreement and Deed, dated as of September 15, 2021 by and among the Company, SPAC, PubCo, Sponsor and the independent directors of SPAC, pursuant to which the lock-up period applicable to Sponsor is to be amended; and

WHEREAS, the Parties desire to amend certain provisions of the Shareholder Support Agreement in accordance with Section 8.2 of the Shareholder Support Agreement and as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

“(b)          “Applicable Period” means the period commencing on the Acquisition Closing Date and ending:

(i)            for all PubCo Ordinary Shares the Key Executive or any of his controlled affiliate(s) is entitled to receive as Acquisition Merger Consideration and upon settlement of the Converted Key Executive RSU Awards (collectively, the “Key Executive Lock-Up Shares”), (A) with respect to fifty percent (50%) of the Key Executive Lock-Up Shares, on the earliest of (x) six (6) months after the Acquisition Closing Date, (y) the date following the Acquisition Closing Date on which the PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all of the PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property, and (z) the date on which the last reported sale price of the PubCo Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty- (30) trading day period commencing at least one hundred fifty (150) days after the Acquisition Closing Date; and (B) with respect to fifty percent (50%) of the Key Executive Lock-Up Shares, on the earliest of (x) twelve (12) months after the Acquisition Closing Date, (y) the date following the Acquisition Closing Date on which the PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all of the PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property, and (z) the date on which the last reported sale price of the PubCo Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty- (30) trading day period commencing at least one hundred fifty (150) days after the Acquisition Closing Date; and”

“8.2     Miscellaneous. The provisions of Section 1.2 and Article XI of the Business Combination Agreement (other than Sections 11.1 (Trust Account Waiver), 11.10 (Disclosure Letters), 11.12 (Amendments), 11.18 (Non-Survival of Representations, Warranties and Covenants) and 11.19 (Conflicts and Privilege) thereof are incorporated herein by reference, mutatis mutandis, as if set forth in full herein.”

“8.3     Amendments. This Agreement may be amended or modified in whole or in part only by a duly authorized agreement in writing in the same manner as this Agreement, which makes reference to this Agreement and which shall be executed by all parties hereto.”

[Signature pages to follow]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment Deed, all as of the date first written above as a deed.

[Signature Page to Deed of Amendment]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment Deed, all as of the date first written above as a deed.

[Signature Page to Deed of Amendment]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment Deed, all as of the date first written above as a deed.

[Signature Page to Deed of Amendment]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment Deed, all as of the date first written above as a deed.

[Signature Page to Deed of Amendment]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment Deed, all as of the date first written above as a deed.

[Signature Page to Deed of Amendment]

SCHEDULE A

PARTICULARS OF SHAREHOLDERS AND SUBJECT SHARES