Exhibit 10.2


 


DEED OF NOVATION AND AMENDMENT


 


THIS DEED OF NOVATION AND
AMENDMENT (this “Deed”), dated as of September 15, 2021, is made by and among Artisan Acquisition Corp., a Cayman
Islands exempted company (the “Company”), Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”),
Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the
signature page hereof (the “Purchaser”). Capitalized terms used but not defined herein shall have the meaning ascribed
to such terms in the Existing Agreement.


 


WHEREAS, the Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, in connection with
the Company’s initial public offering, the Company, the Sponsor and the Purchaser entered into a forward purchase agreement, dated
as of March 1, 2021 (the “Existing Agreement,” and as amended by this Deed, the “Amended Forward Purchase
Agreement”), pursuant to which (i) the Company agreed to issue and sell, and the Purchaser agreed to purchase, on a private
placement basis immediately prior to the closing of the Business Combination, 3,000,000 Class A ordinary shares of the Company (each a
 “Company Class A Share”) and 750,000 redeemable warrants exercisable to purchase one Company Class A Share (each a
 “Company Warrant,” and all Company Class A Shares and Company Warrants to be purchased by the Purchaser under the Existing
Agreement are collectively referred to as the “Company Forward Purchase Securities”) for an aggregate cash consideration
of US$30,000,000 (the “FPS Purchase Price”); and (ii) the Sponsor transferred 375,000 Class B Shares to the Purchaser,
which are subject to forfeiture, in each case of the foregoing sub-clauses (i) and (ii), on the terms and conditions set
forth therein;


 


WHEREAS, the Company has proposed
to effect a Business Combination on the terms, and subject to the conditions set forth in the Business Combination Agreement, dated as
of the date hereof, by and among the Company, PubCo, Prenetics Group Limited, AAC Merger Limited (“Merger Sub 1”) and
PGL Merger Limited (“Merger Sub 2”) (as may be amended, modified or supplemented from time to time, the “Business
Combination Agreement;” and the Business Combination and other transactions contemplated thereby, taken as a whole, the “Business
Combination Transactions”);


 


WHEREAS, pursuant to the Business
Combination Agreement, the Company will merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger as a wholly-owned subsidiary
of PubCo (the “Initial Merger”), and as a result of the Initial Merger, the holders of ordinary shares of the Company
shall become holders of Class A ordinary shares of PubCo (each a “PubCo Class A Ordinary Share”); and


 


WHEREAS, Section 10(l) of
the Existing Agreement provides that the Existing Agreement can only be amended with the prior written consent of the Company, Sponsor
and Purchaser.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 






     


     


    

 


		1.	Novation Agreement. Subject to Section 5(b) of this Deed, each of the parties hereto
acknowledges, agrees and confirms that, with effect from the execution hereof:



 


		(a)	the Business Combination Transactions shall be deemed a “Business Combination” for all purposes
of the Amended Forward Purchase Agreement;



 


		(b)	(i) the Purchaser’s commitment to purchase from the Company the Company Forward Purchase Securities
under the Existing Agreement shall be replaced by the Purchaser’s commitment to purchase (x) 3,000,000 Class A ordinary shares of
PubCo (the “PubCo Forward Purchase Shares”) and (y) 750,000 PubCo Warrants (as defined in the Business Combination
Agreement) (the “PubCo Forward Purchase Warrants,” and together with the PubCo Forward Purchase Shares, collectively,
the “PubCo Forward Purchase Securities”), for an aggregate purchase price equal to the FPS Purchase Price, in each
case pursuant and subject to the terms and conditions of the Amended Forward Purchase Agreement; and (ii) in connection with the foregoing
sub-clause (i) and in consideration of PubCo’s agreement under Section 1(c) of this Deed, each of the Company and
the Purchaser shall be released and discharged from any and all obligations or duties to issue and sell, and purchase, any Company Forward
Purchase Securities (including any Company Class A Shares upon exercise of any Company Warrants); and



 


		(c)	the Company’s agreement to issue and sell to the Purchaser and the Purchaser’s agreement to
purchase from the Company, the Company Forward Purchase Securities under the Existing Agreement shall be replaced by the PubCo’s
agreement to issue and sell to the Purchaser and the Purchaser’s agreement to purchase from PubCo, the PubCo Forward Purchase Securities,
pursuant and subject to the terms and conditions of the Amended Forward Purchase Agreement.



 


		2.	Representations and Warranties of the Parties.



 


		(a)	The Purchaser hereby makes in favor of PubCo each of the representations and warranties set out in Section
2 (Representations and Warranties of the Purchaser) of the Existing Agreement (except Section 2(f) (Disclosure of Information)
and the final two sentences of Section 2(g) (Restricted Securities) of the Existing Agreement) on the date of this Deed and by
reference to the facts and circumstances existing (i) as at the date of this Deed and (ii) subject to qualifications as set out in Section
8(b)(ii) of the Existing Agreement as novated and amended by this Deed, on and as of the date of FPS Closing, as if (x) any reference
therein to “this Agreement” were a reference to the Amended Forward Purchase Agreement and (y) any reference therein to “the
Company” (other than such reference in Section 2(i) (High Degree of Risk) of the Existing Agreement) were a reference to
PubCo; and



 






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		(b)	PubCo hereby makes in favor of the Purchaser each of the representations and warranties, subject to the
amendments set forth herein, set out in Section 3 (Representations and Warranties of the Company) of the Existing Agreement (except
the representations and warranties in Section 3(b) (Capitalization), Section 3(d)(ii) (Rule 506 “Bad Actor” Disqualification),
Section 3(g) (Operations), Section 3(m) (Issuance Totals), Section 3(n) (No More Favorable Terms), and Section 3(o)
(Full Disclosure) of the Existing Agreement) on the date of this Deed, and by reference to the facts and circumstances existing
as at the date of this Deed, as if (i) any reference therein to “the Company” were a reference to PubCo; (ii) any reference
therein to the “Charter” were a reference to PubCo Charter (as defined in the Business Combination Agreement); and (iii) the
last sentence in Section 3(a) (Incorporation and Corporate Power) had been subject to the exception that PubCo has Merger Sub 1
and Merger Sub 2 as its subsidiaries as of the date of this Deed.



 


		(c)	In addition, PubCo hereby represents and warrants to the Purchaser on the date of this Deed as follows:



 


		(i)	Capitalization. The authorized share capital of PubCo will consist, immediately prior to the Initial
Closing, of 50,000 shares of $1.00 par value each. The authorized share capital of PubCo will consist, immediately prior to Acquisition
Closing, of 500,000,000 shares of $0.0001 par value each.



 


		(ii)	No “Bad Actor” Disqualifying Event. No “bad actor” disqualifying event
described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the PubCo
or, to PubCo’s knowledge, any PubCo Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv)
or (d)(3), is applicable. “PubCo Covered Person” means, with respect to PubCo as an “issuer” for purposes
of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).



 


		(iii)	Operations. As of the date hereof, PubCo has not conducted, and prior to the Acquisition Closing
PubCo will not conduct, any operations other than (A) organizational activities and (B) activities (x) in connection with offerings of
the PubCo Forward Purchase Securities and the private placement of shares of PubCo to certain investors and (y) as contemplated by the
Business Combination Agreement, the Transaction Documents (as defined in the Business Combination Agreement) and the Business Combination
Transactions.



 


		(iv)	Other Deeds of Novation and Amendment. Prior to or substantially concurrently with the execution
and delivery of this Deed, PubCo has entered into or is entering into a deed of novation and amendment, in substantially the same form
as this Deed, with the other investor in connection with novating and amending that certain forward purchase agreement by and among such
investor, the Company and the Sponsor for purpose of the purchase by such investor of an aggregate of 3,000,000 Class A ordinary shares
of PubCo and 750,000 PubCo Warrants (the “Other PubCo Forward Purchases”).



 


		(v)	Business Combination Agreement. The Business Combination Agreement in substantially the form attached
hereto as Exhibit A will be executed by and among the Company, PubCo, Prenetics Group Limited, Merger Sub 1 and Merger Sub 2 substantially
concurrently with the execution of this Deed.



 






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		(vi)	No More Favorable Terms. The PubCo has not entered, and will not enter, into any definitive transaction
document, side letter, undertaking letter, or other similar agreement or instrument or amendment agreement with any other investor in
connection with the Other PubCo Forward Purchases or any private placement of the PubCo’s securities in connection with the Business
Combination Transactions with any economic terms or conditions more favorable, in any material respect, than the terms and conditions
provided hereunder.



 


		3.	Amendments to the Existing Agreement. Effective as of the execution hereof and subject to
Section 5(b) of this Deed, the Company, the Purchaser and the Sponsor hereby amend the Existing Agreement as provided in this Section
3:



 


		(a)	References to the “Business Combination Closing”. All references to the “Business
Combination Closing” in Section 1 (Sale and Purchase), Section 5 (Additional Agreements and Acknowledgements and Waivers
of the Purchaser), Section 8 (FPU Closing Conditions) and Exhibit A (Registration Rights) of the Existing Agreement
shall be references to the Acquisition Closing (as defined in the Business Combination Agreement).



 


		(b)	References to the “Class A Shares” and “Warrants”. All references to the
 “Class A Shares” and “Warrants,” respectively, in Section 2(g) (Restricted Securities), Section 5(a) (Lock-up;
Transfer Restrictions), Section 6(b) (QEF Election; Tax Information), Section 6(d) (Nasdaq Listing) and Exhibit A (Registration
Rights) of the Existing Agreement shall be references to the PubCo Class A Ordinary Shares and PubCo Warrants, respectively.



 


		(c)	References to the “Company”.



 


		(i)	All references to the “Company” in Section 1 (Sale and Purchase), Section 5(a) (Lock-up;
Transfer Restrictions) (other than Sections 5(a)(i) and 5(a)(vii)), Section 5(b) (Potential Forfeiture), Section 6(b) (QEF
Election; Tax Information), Section 6(d) (Nasdaq Listing), Section 8 (FPU Closing Conditions) and Exhibit A (Registration
Rights) of the Existing Agreement shall be references to PubCo.



 


		(ii)	After the Initial Closing (as defined in the Business Combination Agreement), all references to the “Company”
in Section 5(a)(i) of the Existing Agreement shall be references to PubCo.



 


		(iii)	All references to the “Company” in Section 7 (Transfer) shall be references to both
the Company and PubCo.



 






    4


     


    

 


		(d)	References to the “FPU Closing”. All references to the “FPU Closing” in
the Existing Agreement shall be references to the closing of the sale and purchase of the PubCo Forward Purchase Securities (the “FPS
Closing”).



 


		(e)	References to the “FPU Purchase Price”. All references to the “FPU Purchase Price”
in the Existing Agreement shall be references to the FPS Purchase Price.



 


		(f)	References to the “Forward Purchase Shares”. All references to the “Forward Purchase
Shares” in the Existing Agreement (other than Section 3(m) (Issuance Totals) of the Existing Agreement) shall be references
to the PubCo Forward Purchase Shares.



 


		(g)	References to the “Forward Purchase Warrants”. All references to the “Forward
Purchase Warrants” in the Existing Agreement (other than Section 3(m) (Issuance Totals) of the Existing Agreement) shall
be references to the PubCo Forward Purchase Warrants.



 


		(h)	No More Favorable Terms. Section 3(n) (No More Favorable Terms) of the Existing Agreement
shall be deleted in its entirety and replaced with the Company’s representations and warranties that, except as contemplated by
the Business Combination Agreement or otherwise disclosed in the SPAC SEC Filings (as defined in the Business Combination Agreement),
the Company and the Sponsor have not entered, and will not enter, into any definitive transaction document, side letter, undertaking letter,
or other similar agreement or instrument or amendment agreement with any other investor in connection with the Forward Purchases or any
private placement of the Company’s securities in connection with the Business Combination Transactions with any economic terms or
conditions more favorable, in any material respect, than the terms and conditions provided hereunder.



 


		(i)	References to the “Forward Purchase Units”. All references to the “Forward Purchase
Units” in the Existing Agreement shall be references to the PubCo Forward Purchase Securities.



 


		(j)	Closing Conditions. Section 8(a)(i) of the Existing Agreement is hereby deleted and replaced with
the following:



 


“The conditions to the Acquisition
Closing (other than the condition on Available Closing Cash Amount set forth in Section 9.3(c) of the Business Combination Agreement)
shall have been satisfied.”


 


		(k)	Notice Clause. Section 10(a) (Notices) of the Existing Agreement is hereby deleted and replaced
with the following:



 






    5


     


    

 


“All notices, consents, waivers
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier
of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any)
during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day
delivery, with written verification of receipt. The initial addresses and email addresses of the relevant parties for the purpose of this
Agreement are:


 


		(i)	If to PubCo, to:



 


Prenetics Global Limited


Address: c/o Prenetics Limited, 7th Floor, K11 Atelier, 728
King’s Road, Quarry Bay, Hong Kong


Attention: Danny Yeung, Chief Executive Officer; Stephen Lo,
Chief Financial Officer


E-mail: danny@prenetics.com; stephen.lo@prenetics.com


 


with a copy (which shall not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP


c/o 42/F, Edinburgh Tower, The Landmark


15 Queen’s Road Central, Hong Kong


Attention: Jonathan B. Stone


Email: jonathan.stone@skadden.com


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP


30/F, China World Office 2


No. 1, Jian Guo Men Wai Avenue


Beijing 100004, China


Attention: Peter X. Huang


Email: peter.huang@skadden.com


 


		(ii)	If to the Company, to:



 


Artisan Acquisition Corp.


Address: Room 1111, New World Tower 1, 18 Queen’s Road,
Central, Hong Kong


Attention: Yin Pan Cheng


Email: ben.cheng@c-venturesfund.com


 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis


Address: 26th Floor, Gloucester Tower, The Landmark


15 Queen’s Road, Central, Hong Kong


Attention: Jesse Sheley; Joseph Raymond Casey; Ram Narayan


Email: jesse.sheley@kirkland.com; joseph.casey@kirkland.com;


ram.narayan@kirkland.com


 






    6


     


    

 


		(iii)	If to the Sponsor, to:



 


Artisan LLC


Address: Room 1111, New World Tower 1, 18 Queen’s Road,
Central, Hong Kong


Attention: Yin Pan Cheng


Email: ben.cheng@c-venturesfund.com


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any)
or address as subsequently modified by written notice given in accordance with this Section 10(a).”


 


		(l)	Sponsor Lock-Up. Section 6(a) (Sponsor Class B Share Lock-up) of the Existing Agreement
shall be deleted in its entirety and replaced with such provisions set forth in Schedule A hereto.



 


		(m)	Finder’s Fees. The representation of each party hereto under Section 10(b) (No Finder’s
Fees) of the Existing Agreement shall be subject to the exception of any finder’s fees or commission to advisor or placement
agents in relation to the Business Combination Transactions.



 


		(n)	Termination. Section 9 (Termination) of the Existing Agreement shall be deleted in its entirety
and replaced with the following:



 


“The Amended Forward Purchase Agreement
may be terminated at any time prior to the FPS Closing (w) by mutual written consent of PubCo, the Company, the Purchaser and Sponsor;
(x) automatically upon termination of the Business Combination Agreement; (y) automatically if the Business Combination is not consummated
within twenty four (24) months from the IPO Closing, unless extended upon approval of the Company’s shareholders in accordance with
the Charter up to a maximum of three (3) months or such longer period as is mutually agreed by the Company and the Purchaser; or (z) if
PubCo becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency
law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed
by a court for business or property of PubCo, in each case which is not removed, withdrawn or terminated within sixty (60) days after
such appointment.”


 


		4.	Additional Agreement. PubCo hereby agrees that, and each of the other parties hereto acknowledges
that, with effect from the date hereof, PubCo shall be treated as if it were an original party to the Existing Agreement as amended by
this Deed and be bound by all terms and conditions of the Amended Forward Purchase Agreement.



 






    7


     


    

 


		5.	General Provisions.



 


		(a)	No Further Amendment. The parties hereto agree that the Existing Agreement (as novated and amended
pursuant to this Deed) shall continue in full force and effect, and this Deed forms an integral and inseparable part of the Existing Agreement.



 


		(b)	Termination. In the event of any termination of the Amended Forward Purchase Agreement pursuant
to Section 9 (Termination) of the Amended Forward Purchase Agreement, (x) this Deed shall be automatically terminated with immediate
effect without further action by any party hereto; (y) the Existing Agreement shall be automatically reinstated with immediate effect
and shall continue in full force and effect as if this Deed were never executed; provided that in the event of any termination
of the Amended Forward Purchase Agreement pursuant to Section 9(y) (Termination) of the Amended Forward Purchase Agreement, the
Existing Agreement shall also be automatically terminated; and (z) the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith, shall be promptly returned to the Purchaser, and thereafter each of
this Deed and the Amended Forward Purchase Agreement shall forthwith become null and void and have no effect, without any liability on
the part of the Purchaser or PubCo and their respective directors, officers, employees, partners, managers, members, or shareholders and
all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 5(b)
shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations,
warranties, covenants or agreements contained in this Deed or the Amended Forward Purchase Agreement.



 


		(c)	Notice of Termination. If the Business Combination Agreement is terminated in accordance with its
terms, each of the Company and PubCo shall notify the Purchaser in writing as soon as reasonably practicable (and in any event within
three (3) Business Days) after such termination.



 


		(d)	Other Miscellaneous Terms. The provisions of Section 10 (General Provisions) of the Existing
Agreement (other than Section 10(b) (Finder’s Fees)) shall apply to this Deed, mutatis mutandis and as novated and
amended by this Deed.



 


[Signature Pages Follow]


 






    8


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Deed to be
duly executed as a deed by their duly authorized representatives, all as of the day and year first above written.


 


PURCHASER


 


	Executed
    and delivered as a deed by	)	 
	 	)	 /s/
    Li, Ho Kei
	as
    authorized signatory for and on	)	Duly
    Authorized Signatory
	behalf
    of	)	 
	ASPEX MASTER FUND	)	Name:	Li, Ho Kei
	 	)	Title: 	Director


in the presence of:


 


	 /s/ Chiu, Tsz Kwan	 
	Signature
    of Witness	 
	Name:	Chiu, Tsz Kwan	 




 


Address for Notices


		Address:	c/o Aspex Management (HK) Limited 

16th Floor, St.George's Building 

2 Ice House Street, Hong Kong



Attention: COO and Legal Counsel


Email: legal@aspexmanagement.com


Fax: (852) 3585 0121


 


[Signature Page to Deed
of Novation and Amendment]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Deed to be
duly executed as a deed by their duly authorized representatives, all as of the day and year first above written.


 


COMPANY


 


	Executed and delivered as a deed by	)	 
	 	)	 /s/ Cheng Yin Pan
	as authorized signatory for and on	)	Duly Authorized Signatory
	behalf of	)	 
	ARTISAN
    ACQUISITION CORP.	)	Name:	Cheng Yin Pan
	 	)	Title: 	Chief Executive Officer


in the presence of:


 


	 /s/ Wong Po Yee	 
	Signature
    of Witness	 
	Name:	Wong Po Yee	 




 


[Signature Page to Deed
of Novation and Amendment]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Deed to be
duly executed as a deed by their duly authorized representatives, all as of the day and year first above written.


 


SPONSOR


 


	Executed and delivered as a deed by	)	 
	 	)	 /s/ Cheng Yin Pan
	as authorized signatory for and on	)	Duly Authorized Signatory
	behalf of	)	 
	ARTISAN LLC.	)	Name:	Cheng Yin Pan 
	 	)	Title: 	 Manager


in the presence of:


 


	 /s/ Wong Po Yee	 
	Signature
    of Witness	 
	Name:	Wong Po Yee	 




 



[Signature Page to Deed
of Novation and Amendment]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Deed to be
duly executed as a deed by their duly authorized representatives, all as of the day and year first above written.


 


PUBCO


 


	Executed and delivered as a deed by	)	 
	 	)	 /s/ Danny Yeung
	as authorized signatory for and on	)	Duly Authorized Signatory
	behalf of	)	 
	PRENETICS
    GLOBAL LIMITED	)	Name:	Danny Yeung
	 	)	Title: 	Director    


in the presence of:


 


	 /s/ Stephen Lo	 
	Signature
    of Witness	 
	Name:	Stephen Lo	 




 



[Signature Page to Deed
of Novation and Amendment]


 






     


     


    

 


Schedule A


 


		(a)	Sponsor Transfer Restrictions. The Sponsor covenants to the Purchaser that, from the date of this
Agreement until the Acquisition Effective Time (as defined in the Business Combination Agreement), Sponsor shall not, directly or indirectly,
and shall cause its affiliates and permitted transferees not to, Transfer or enter into any contract, option or other arrangement (including
any profit sharing arrangement) with respect to the Transfer of, any Class B Shares or Class A Shares into which such Class B Shares are
convertible (the “Sponsor Shares”). Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Sponsor,
its affiliates and its and their permitted transferees will be permitted to Transfer the Sponsor Shares (i) to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor
or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) by private sales or transfers made in connection
with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased;
(iii) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; or (iv) in the event of
the Company’s liquidation prior to the completion a Business Combination, in each case of the foregoing sub-clauses (i) through
(iv), subject to the requirement that these permitted transferees must enter into a written agreement agreeing to be bound by (A)
the restrictions on Transfer of the Sponsor Shares set forth in this sub-section (a) and (B) the restrictions under sub-section
(b) of this Schedule A on the Transfer of PubCo Ordinary Shares (as defined in the Business Combination Agreement) received
by such permitted transferees with respect to such transferred Sponsor Shares as a result of the Initial Merger, as if it were the Sponsor.



 


		(b)	Sponsor Lock-Up.



 


		(i)	Subject to the consummation of the Initial Merger, Sponsor covenants and agrees not to, during the Applicable
Period, without the prior written consent of the board of directors of PubCo, Transfer any PubCo Ordinary Shares or PubCo Warrants received
by it as a result of the Initial Merger and any PubCo Ordinary Shares received by it upon the exercise of PubCo Warrants (the “Lock-Up
Securities”); provided, however, that the foregoing shall not apply to (i) Transfers (A) to another Person that
is an affiliate of the Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under
common control with the Sponsor or its affiliates or who shares a common investment advisor with the Sponsor; (B) as part of a distribution
to members, partners or shareholders of the Sponsor via dividend or share repurchase; or (C) by gift to a charitable organization or to
a charitable foundation; (ii) Transfers by virtue of the laws of the state of the Sponsor’s organization and the Sponsor’s
organizational documents upon dissolution of the Sponsor; (iii) Transfers relating to PubCo Ordinary Shares or other securities convertible
into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing; (iv)
the entry, at any time after the Acquisition Closing, by the Sponsor into any trading plan providing for the sale of PubCo Ordinary Shares
meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of
any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Securities and no public announcement
or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up
Securities; (v) Transfers in the event of completion of a liquidation, merger, exchange of shares or other similar transaction which results
in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property;
and (vi) pledges of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to
a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged
Lock-Up Securities (as well as any foreclosure on such pledged Lock-Up Securities so long as the transferee in such foreclosure agrees
to become a party to this Agreement and be bound by all obligations applicable to the Sponsor, provided that such agreement shall only
take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosure); provided,
further, however, that in the case of clauses (i), (ii) and (vi), these permitted transferees shall
enter into a written agreement agreeing to be bound by the foregoing restrictions on Transfer of Lock-Up Securities prior to such Transfer.



 






     


     


    

 


		(ii)	For purposes of the foregoing sub-section (i):



 


		(1)	“affiliate” shall have the meaning set forth in Rule 405 under the Securities Act;



 


		(2)	“Applicable Period” means the period commencing on the Initial Merger Effective Time
(as defined in the Business Combination Agreement) and ending on:



 


		(A)	with respect to fifty percent (50%) of the Lock-Up Securities, the earliest of (x) one (1) year after
the Acquisition Closing Date (as defined in the Business Combination Agreement), (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 Lock-Up Securities, eighteen (18) months after the Acquisition
Closing Date.



 






     


     


    

 


Exhibit A 


 


Form of the Business Combination Agreement