New Emerging Markets Horizon SC 13DEmerging Markets Horizon / New Emerging Markets Horizon ownership change

The Original Parties hereby consent to the Novation in accordance with the fourth paragraph of the Administrative Expenses Insider Letter, Section 13 of the Insider Letter and Section 6.2 of the Registration and Shareholder Rights Agreement.

The Sponsor hereby irrevocably novates and transfers to the New Sponsor all of the Sponsor’s rights, title and interests, and duties, liabilities and obligations under each of the Transaction Agreements and the New Sponsor hereby irrevocably accepts such rights, title and interests, and assumes such duties, liabilities and obligations from the Sponsor, from the Effective Date on the terms and conditions contained herein, such that upon the Effective Date, the New Sponsor is substituted for the Sponsor for all purposes under each of the Transaction Agreements and every reference in each of the Transaction Agreements to the Sponsor shall be read as a reference to the New Sponsor.

The New Sponsor shall duly perform and discharge all liabilities and obligations arising out of or related to each of the Transaction Agreements from time to time to be performed or discharged by it by virtue of this Agreement in all respects as if the New Sponsor was (and had at all times been) named therein as a party instead of the Sponsor.

The Original Parties and the New Sponsor hereby acknowledge that:

the Novation is being made in connection with a transfer of Registrable Securities (as defined in the Registration and Shareholder Rights Agreement) by the Sponsor to a Permitted Transferee (as defined in the Registration and Shareholder Rights Agreement) pursuant to Section 6.2.2 of the Registration and Shareholder Rights Agreement;

this Agreement constitutes sufficient written notice to the Company for purposes of Section 6.1 and Section 6.2.5(i) of the Registration and Shareholder Rights Agreement; and

this Agreement constitutes a written agreement of the New Sponsor to be bound by the terms and provisions of the Registration and Shareholder Rights Agreement that is satisfactory to the Company for purposes of Section 6.2.5(ii) of the Registration and Shareholder Rights Agreement.

The Original Parties and the New Sponsor hereby acknowledge that this Agreement constitutes a written agreement whereby the New Sponsor is agreeing to be bound by the transfer restrictions set forth in the Insider Letter for purposes of Section 5(c) of the Insider Letter.

All references in the Transaction Agreements to “EM Horizon Investments” are hereby replaced with a reference to “New Emerging Markets Horizon.”

The notice details of the New Sponsor and the Company in each Transaction Agreement are hereby replaced in their entirety with the following, as applicable:

Each party hereto represents and warrants to each other party that:

such party possesses all requisite legal capacity, power and authority to enter into this Agreement;

upon execution and delivery by the parties thereto, this Agreement will be a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity);

the execution and delivery of this Agreement by such party have been duly and validly authorized by all necessary action on the part of such party;

this Agreement has been duly executed and delivered by such party;

the execution, delivery and performance of this Agreement by such party do not violate, conflict with or constitute a default under (i) the formation and governing documents of such party, (ii) any agreement, indenture or instrument to which such party is a party or (iii) any law, statute, rule or regulation to which such party is subject, or any agreement, order, judgment or decree to which such party is subject; and

if such party is executing and delivering this Agreement on behalf of another party, such executing party has all requisite capacity, power and authority to enter into this Agreement on behalf of such other party and to bind such other party to the terms hereof.

Further Assurances. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, arrangements, promises, commitments, duties and obligations, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. Except as expressly modified hereby, the terms and conditions of the Transaction Agreements shall remain in full force and effect.

Counterparts. This Agreement may be executed in any number of original or electronic copy counterparts, each of which when so executed and delivered shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one instrument. Signatures to this Agreement transmitted by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

Governing Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

Severability. If any provision of this Agreement is held to be illegal, invalid, unreasonable or unenforceable by any court of competent jurisdiction, then such provision shall be deemed limited to the extent that such court shall be deemed limited to the extent that such court deems it legal, valid, reasonable or enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

Assignment; Successors. The rights and obligations under this Agreement may not be assigned by any party hereto without the prior written consent of the other parties. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.