Exhibit 2.1

EXECUTION VERSION

Business Combination Agreement

Dated December 16, 2021

by and among

BICS SA, TORINO HOLDING CORP.,

NORTH ATLANTIC ACQUISITION CORPORATION,

NORTH ATLANTIC ACQUISITION, LLC,

and

NAAC HOLDCO, INC.

Table of Contents

This Business Combination Agreement (this “Agreement”) is made and entered into as of December 16, 2021, by and among:

Whereas, as of the date of this Agreement, SPAC owns all of the issued and outstanding common shares of New Holdco, par value $0.01 per share (“New Holdco Common Stock”);

Whereas, as of the date of this Agreement, New Holdco owns all of the issued and outstanding limited liability company interests in New SPAC (“New SPAC Interests”);

Whereas, Seller owns all of the issued and outstanding common stock of the Company, par value $0.0001 per share (the “Company Shares”);

Whereas, immediately prior to the Share Acquisition (as defined below), SPAC and New SPAC shall enter into a plan of merger substantially in the form attached hereto as Exhibit A (the “Plan of Merger”) which shall be filed, together with certain other documents, with the Registrar of Companies of the Cayman Islands (the “Registrar”), and shall file a certificate of merger substantially in the form attached hereto as Exhibit B (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, pursuant to which SPAC shall merge with and into New SPAC, with New SPAC being the surviving company in such merger (the “SPAC Merger”) in accordance with this Agreement, the Plan of Merger and the Certificate of Merger;

Whereas, immediately following the SPAC Merger, New Holdco and Seller shall consummate the Share Acquisition;

Whereas, the Board of Directors of SPAC (the “SPAC Board”) has (i) resolved to approve and authorize this Agreement and declared its advisability and approved the Transactions (including the SPAC Merger and the Share Acquisition) pursuant to this Agreement and the other transactions contemplated by this Agreement, including on behalf of New Holdco in SPAC’s capacity as the sole shareholder of New Holdco, and on behalf of New SPAC in SPAC’s capacity as sole shareholder of New Holdco, the sole member of New SPAC, and (ii) has recommended the approval and adoption of this Agreement and the Transactions by the shareholders of SPAC;

Whereas, in connection with the Closing, New Holdco and certain stockholders of New Holdco (after giving effect to the Transactions) shall enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) substantially in the form attached hereto as Exhibit C;

Whereas, in connection with the Closing, the Company and Proximus SA/NV shall enter into a non-compete agreement (the “Proximus Non-Compete Agreement”) substantially in the form attached hereto as Exhibit D;

Whereas, Seller, the Company, Sponsor, SPAC and its officers and directors are parties to that certain Transaction Support Agreement, dated December 16, 2021 (the “Transaction Support Agreement”), providing that, among other things, (i) such parties will take certain actions in support of the Transactions and (ii) under certain circumstances, forfeit certain of their SPAC Founders Shares (as defined below) immediately prior to the SPAC Merger Effective Time;

Whereas, SPAC, concurrently with the execution and delivery of this Agreement, is entering into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”) pursuant to which such Investors, upon the terms and subject to the conditions set forth therein, have agreed to purchase New Holdco Common Stock at a purchase price of $10.00 per share of New Holdco Common Stock in a private placement or placements (the “Private Placements”) to be consummated immediately after the SPAC Merger and concurrently with the consummation of the Share Acquisition;

Whereas, in connection with the Closing, New Holdco, Seller, and the sponsor of SPAC, NAAC Sponsor LP, a Delaware series limited liability company (“Sponsor”), and one of the Investors, SFPI SA d’intérêt public / FPIM NV van openbaar nut (“FPIM”), a limited liability company organized and existing under the laws of Belgium, shall enter into a stockholders agreement (the “Stockholders Agreement”) substantially in the form attached hereto as Exhibit E; and

Whereas, each of the Parties intends for U.S. federal income tax purposes that (i) this Agreement constitute a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations promulgated thereunder, and (ii) the SPAC Merger constitutes a “reorganization” described in Section 368(a)(1)(F) of the Code (clauses (i) and (ii), collectively, the “Intended Tax Treatment”);

Now, therefore, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

For purposes of this Agreement:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time;

“Action” has the meaning set forth in Section 4.9;

“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;

“Agreement” has the meaning set forth in the Preamble;

“Alternative Transaction” has the meaning set forth in Section 7.4.2;

“Ancillary Agreements” means the Registration Rights Agreement, the Subscription Agreements, the Proximus Non-Compete Agreement, the Stockholders Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, New Holdco, New SPAC, Seller or the Company in connection with the Transactions and specifically contemplated by this Agreement;

“Anti-Corruption Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, (ii) the UK Bribery Act 2010, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of 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;

“Antitrust Laws” has the meaning set forth in Section 7.14.1;

“Asset Credit Support” means all security, collateral, surety bonds, guarantees and letters of credit issued, procured or provided, directly or indirectly, by or for the account of the Company or any Affiliate thereof (other than a Company Group Member), as well as any indemnity, payment or other similar obligation to a third party incurred by or for the account of the Company or any Affiliate thereof (other than a Company Group Member) for the benefit of any Company Group Member;

“Available Cash” shall equal, as of the Closing, the amount of funds contained in the Trust Account (net of the SPAC Shareholder Redemption Amount) plus the amount of Available Financing Proceeds;

“Available Financing Proceeds” shall equal, as of the Closing, the net cash proceeds to New Holdco resulting from the Subscription Agreements;

“Blue Sky Laws” has the meaning set forth in Section 3.3.2;

“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 the City of New York in the United States of America, the Cayman Islands, and Belgium; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” 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 IT” means all Information Technology which is owned or used by the Company;

“Business Systems” means all Software, 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, and any Software and systems provided via the cloud or “as a service”, that are owned or used in the conduct of the business of the Company or any Company Subsidiaries;

“Cash Consideration” means an amount equal to $1,000;

“Cayman Islands Companies Act” has the meaning set forth in Section 2.1.1(i);

“Certificate of Merger” has the meaning set forth in the Recitals;

“Closing” has the meaning set forth in Section 2.3.1;

“Closing Date” has the meaning set forth in Section 2.3.1;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Company” has the meaning set forth in the Preamble;

“Company D&O Insurance” has the meaning set forth in Section 7.6.2;

“Company Disclosure Schedule” has the meaning set forth in Article 4;

“Company Equity Value” means $1,300,000,000 minus the amount of Leakage, if any, occurring between October 1, 2021 (included) and the Closing Date (included) as set forth in the Leakage Certificate;

“Company Group Member” means the Company and each Company Subsidiary;

“Company IP” means, collectively, all Company-Owned IP and Company-Licensed IP;

“Company IRS Notice” has the meaning set forth in Section 2.3.3(i)(c);

“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 to which the Company or any Company Subsidiary otherwise has a right to use;

“Company Material Adverse Effect” means any event, circumstance, change or effect (collectively “Effect”) that, individually or in the aggregate with all other Effects, (i) has had a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and the Company Subsidiaries taken as a whole, or (ii) would reasonably be expected to prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the 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 is, has been or will be a Company Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of GAAP or of any Law applicable to the Company including any COVID-19 Measures; (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, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics and other force majeure events; (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 Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities) (provided that this clause (f) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from this Agreement or the consummation of the transactions contemplated hereby), (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 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 Effects, in each case, which SPAC, New SPAC or New Holdco has requested in writing or to which it has consented in writing, except in the cases of clauses (a) through (d), to the extent that the Company and the Company Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operate;

“Company-Owned IP” means all Intellectual Property rights owned or purported to be owned by the Company or any Company Subsidiary;

“Company Permits” has the meaning set forth in Section 4.6;

“Company Shares” has the meaning set forth in the Recitals;

“Company Subsidiary” means each Subsidiary of the Company;

“Company Transaction Expenses” means all fees and expenses incurred in connection with, or otherwise related to, the Transactions, the negotiation and preparation of this Agreement and the other documents contemplated hereby and the performance and compliance with all agreements and conditions contained herein and therein, including the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees (including financial advisors) and expenses, and other third-party fees, in each case, of the Seller, the Company Group Members or their respective Affiliates, and any transaction, change-in-control, retention or similar payments to Company employees or service providers (together with the employer portion of any payroll or employment taxes). For the avoidance of doubt, the Parties expressly acknowledge and agree that the fees and expenses set forth on Section 1.1(a) of the Company Disclosure Schedule shall constitute Company Transaction Expenses;

“Confidential Information” means any information, knowledge or data concerning the businesses or affairs of (i) the Company or the Company Subsidiaries that is not already generally available to the public, or (ii) any Suppliers or customers of the Company or any Company Subsidiaries that is protected by any written confidentiality agreements with the Company or any Company Subsidiaries;

“Confidentiality Agreement” has the meaning set forth in Section 7.3.2;

“Continuing Employees” has the meaning set forth in Section 7.5.1;

“Contracting Parties” has the meaning set forth in Section 10.11;

“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 Measures” means (i) changes or proposed changes of Laws or regulations or (ii) any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention, the relevant Belgian or Serbian federal, national and/or regional authorities and the World Health Organization, in each case, in connection with or in response to the COVID-19 pandemic;

“Data Protection Authority” means any body responsible for enforcing Data Protection Legislation;

“Data Protection Legislation” means applicable laws, rules, and regulations pertaining to data protection, data privacy, data security, data breach, anti-spam, consumer protection, and cybersecurity, including, in particular, the following regulations: (i) national Laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (ii) the General Data Protection Regulation (2016/679) and any national Law issued under that regulation; (iii) data protection legislation (as defined in the UK Data Protection Act 2018) and the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iv) the California Consumer Privacy Act; (v) Lei General de Protecao de Dados; (vi) the Personal Information Protection and Electronic Documents Act; (vii) Serbian Law on Personal Data Protection (ZZPL); and all equivalent Laws of any other jurisdiction;

“Deferred Underwriting Fees” means the amount of deferred underwriting fees held in the Trust Account in connection with SPAC’s initial public offering payable to the underwriters upon consummation of a business combination;

“Effect” has the meaning set forth in the definition of “Company Material Adverse Effect”;

“Emergency Actions” means any action (or omission) as being required on short notice for the prevention of danger or damage to any Person or any asset or property;

“Employee Benefit Plan” means any plan that is an “employee benefit plan” as defined in Section 3(3) of ERISA, any bonus, commission, stock option, stock purchase, restricted stock, phantom stock, other equity-based compensation arrangement, performance award, incentive, deferred compensation, retiree medical or life insurance, death or disability benefit, health or welfare, retirement, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements, whether written or unwritten;

“Environmental Laws” means any applicable 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;

“Equity Interests” means (i) in the case of a corporation, any and all shares (however designated) of capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether general or limited) or units (whether common or preferred), (iv) in any case, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (v) in any case, any right to acquire any of the foregoing;

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended;

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

“Exchange Act” has the meaning set forth in Section 3.3.2;

“Exchange Agent” has the meaning set forth in Section 2.4.1;

“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;

“Foreign Investment Laws” has the meaning set forth in Section 7.14.3;

“FPIM” has the meaning set forth in the Recitals;

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time;

“Governing Law” has the meaning set forth in Section 10.6.

“Governmental Authority” has the meaning set forth in Section 3.3.2;

“Government Official” has the meaning set forth in Section 4.20.2;

“Hazardous Substance(s)” means (i) those substances defined in or regulated under Environmental Laws as “toxic,” “hazardous” or “radioactive” or as a “pollutant” or “contaminant” or words of similar meaning or effect, or for which liability or standards of conduct may be imposed under any Environmental Law, (ii) petroleum and petroleum products, including crude oil and any fractions thereof, (iii) natural gas, synthetic gas, and any mixtures thereof, (iv) polychlorinated biphenyls, per- and polyfluoroalkyl substances, asbestos and radon, and (v) any substance, material or waste regulated by any Governmental Authority pursuant to any Environmental Law;

“Health Plan” has the meaning set forth in Section 4.10.9;

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

“Indebtedness” means, with respect to any Person, all obligations and liabilities of such Person (i) for borrowed money, or evidenced by notes, bonds, debentures or similar instruments (including the outstanding principal amount thereof, plus any related interest, fees, expenses and prepayment premiums or penalties created, issued, or incurred in respect thereof), (ii) in respect of “earn-out” obligations and other obligations for the deferred purchase price of property, goods or services, (iii) for any indebtedness evidenced by any letter of credit, performance bond, surety bond, bank guarantees or similar instrument to the extent drawn or called, (iv) under capital leases, (v) with respect to net cash payment obligations under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated as of such date), (vi) for deferred revenues, (vii) under existing pension programs, (viii) in respect of dividend payable balances, or (ix) in the nature of guarantees of or pledges and grants of security interests with respect to the obligations and liabilities described in clauses (i) through (viii) above of any other Person;

“Information Technology” means computer systems, communication systems, software, hardware and related services;

“Insurance Policies” has the meaning set forth in Section 4.18.1;

“Intellectual Property” means (i) patents, patent 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, inventions (whether or not patentable or reduced to practice)), and database rights, (v) Internet domain names and social media accounts, (vi) rights of privacy and 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, and (viii) all legal rights arising from clauses (i) through (vii) above, 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;

“Intended Tax Treatment” has the meaning set forth in the Recitals;

“Interim Financial Information” has the meaning set forth in Section 4.7.2;

“Investors” has the meaning set forth in the Recitals;

“IRS” has the meaning set forth in Section 2.3.4(i)(c);

“knowledge” or “to the knowledge” of a Person shall mean in the case of the Company, the actual knowledge of the Persons listed on Section 1 of the Company Disclosure Schedules after reasonable inquiry, and in the case of SPAC, the actual knowledge of the Persons listed on Section 1 of the SPAC Disclosure Schedules after reasonable inquiry;

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority;

“Leakage” means, except in the Ordinary Course and except for Permitted Leakage, (a) any dividend, interim dividend or distribution of profits, reserves, premiums or assets or any other distribution (whether in cash or in kind) declared, authorized, paid, made, agreed or obligated to be made by the Company or any Company Subsidiary to or for the benefit of the stockholders of any Company or any Affiliate of the stockholders of any Company, (b) any management, service, license or other similar charges or fees or compensation; (including out of Ordinary Course directors’ fees and any monitoring fees) paid by any Company or any Company Subsidiary to, on behalf of, or for the benefit of any stockholder(s) of the Company or any Affiliate of any stockholder(s) of the Company, (c) any return of capital (whether by reduction of capital or redemption or purchase of shares or otherwise) by any Company or any Company Subsidiary or any amount payable on the repurchase, repayment, redemption, reduction or cancellation of any share capital, loan capital or other securities of any Company or any Company Subsidiary (to the extent applicable, including both principal and interest elements), in each case, to or for the benefit of any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (d) any forgiveness, waiver or release by any Company or any Company Subsidiary of any amount or obligation owed or due to any Company or any Company Subsidiary from any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (e) any payment of any costs, bonuses, compensation or other sums including transaction bonus, retention bonus, equity incentive or similar payment to any director, officer, employee or other natural person serving as a consultant of a Company or any Company Subsidiary by any Company or any Company Subsidiary, triggered by or upon, the execution of this Agreement or the Ancillary Agreements or the consummation of the Transactions (including any applicable employer portion of all Taxes and/or social charges incurred or to be incurred in relation to such payments), (f) any assumption or discharge by any Company or any Company Subsidiary of any liability (including in relation to any recharging of costs of any kind) on behalf of or for the benefit of any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (g) any guarantee (including via any encumbrance made, created or granted over the assets of any Company or any Company Subsidiary), indemnity or security provided by any Company or any Company Subsidiary in respect of the obligations or liabilities of any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company (that is not released effective as of Closing), (h) any transfer or disposal or pledge of any asset to any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (i) any acquisition of any asset from any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (j) any payment by any Company or any Company Subsidiary of any Taxes imposed on any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company (other than any Taxes for which any Company or any Company Subsidiary are directly liable to a Taxing Authority), or any agreement or obligation of any Company or any Company Subsidiary to make such payment, (k) any payment by any Company or any Company Subsidiary of any personal expenses or any gift or other gratuitous payment to or of any stockholder(s) of any Company or any Affiliate of any stockholder(s) of any Company, (l) any agreement or undertaking by any Company or any Company Subsidiary to do or give effect to any of the matters set forth in clauses (a) through (k) above, (m) any Tax paid, becoming payable by, or imposed on any Company or any Company Subsidiary, in each case as a result of any of the transactions or actions described in clauses (a) through (k) above, provided that each of the foregoing clauses (a) through (m) above shall be reduced by any Tax benefit realized or expected to be realized in respect of any Leakage by the Company or any Company Subsidiary;

“Leakage Certificate” means a certificate executed by the Chief Financial Officer of the Seller in accordance with Section 2.3.6, certifying that there has been no Leakage (or setting forth any such Leakage that has occurred, including the amount thereof), during the period of time between October 1, 2021 (included) and the Closing (included);

“Lease” has the meaning set forth in Section 4.12.2;

“Lease Documents” has the meaning set forth in Section 4.12.2;

“Leased Real Property” means the real property leased by the Company or Company Subsidiaries as tenant, together with, to the extent leased 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;

“Letter of Transmittal” has the meaning set forth in Section 2.4.2;

“Lien” means any lien, security interest, mortgage, 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);

“Lookback Date” means the date that is two years prior to the date hereof;

“Material Contracts” has the meaning set forth in Section 4.17.1;

"Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable;

“New EIP” has the meaning set forth in Section 7.5.2;

“New Holdco” has the meaning set forth in the Preamble;

“New Holdco Common Stock” has the meaning set forth in the Recitals;

“New Holdco Founder Warrant” has the meaning set forth in Section 2.1.3(v);

“New Holdco Public Warrant” has the meaning set forth in Section 2.1.3(i);

“New SPAC” has the meaning set forth in the Preamble;

“New SPAC Interests” has the meaning set forth in the Recitals;

“Nonparty Affiliates” has the meaning set forth in Section 10.11;

“NSIA” has the meaning set forth in Section 3.3.2;

“NSIA Approval” means, if the Parties, acting reasonably, have agreed that a mandatory notification is required under the NSIA, and a notification has been filed with the Secretary of State for Business, Energy and Industrial Strategy (the “Secretary of State”) pursuant to Section 7.14.3, such notification shall have been accepted by the Secretary of State and:

“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 (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL), (ii) any license to Software that is considered “free” or “open source software” by the open source foundation or the free software foundation, or (iii) any Reciprocal License;

“Ordinary Course” means, with respect to any Person, the ordinary course of business consistent with such Person’s past custom and practice; provided that actions taken (or omitted) in response to a condition or conditions arising from the COVID-19 pandemic, including as a result of actions of governmental entities taken in connection with the pandemic shall be deemed ordinary course of business;

“Ordinary Resolution Proposals” has the meaning set forth in Section 7.2;

“Other Approval” has the meaning set forth in Section 7.14.2(ii);

“Outside Date” has the meaning set forth in Section 9.1.2;

“Parties” has the meaning set forth in the Preamble;

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

“Permitted Leakage” means each and any of the following:

“Permitted Liens” means (i) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair 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, 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 in accordance with GAAP, (iv) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities, (v) revocable, non-exclusive licenses (or sublicenses) of Company-Owned IP granted in the Ordinary Course, (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 identified in the Interim Financial Information, 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, without limitation, 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 any information or data relating to a natural person who is or can reasonably be identified, directly or indirectly, by that information or data, including by reference to an identifier such as a name, an identification number, location data, an online identifier, financial information, credit or payment card information, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person, and when referring to Data Protection Legislation, has the same meaning as the similar or equivalent term defined thereunder;

“Plan of Merger” has the meaning set forth in the Recitals;

“Plans” has the meaning set forth in Section 4.10.1;

"PPACA” has the meaning set forth in Section 4.10.9;

“PRC National Security Approval” means, if Seller and SPAC, acting reasonably, have agreed that a mandatory filing is required under one or more of the PRC National Security Laws, and each such filing has been filed with the relevant Governmental Authorities pursuant to Section 7.14.3, that each such filing shall have been accepted by the relevant Governmental Authorities and, for each such filing, the relevant Governmental Authority with which the filing was made shall have either (a) cleared the Transactions, either unconditionally or with conditions reasonably acceptable to Seller and SPAC, or (b) shall not, within the period allowed under the applicable PRC National Security Laws, have announced or notified the Seller and SPAC of any decision to suspend or prohibit the Transactions.

“PRC National Security Laws” has the meaning set forth in Section 3.3.2;

“Private Placements” has the meaning set forth in the Recitals;

“Products” mean any products or services, developed, manufactured, performed, out-licensed, sold, distributed, offered or otherwise made available by or on behalf of any Company Group Member, or from which any Company Group Member has derived previously, is currently deriving or is scheduled to derive, revenue from the sale or provision thereof;

“Proximus Non-Compete Agreement” has the meaning set forth in the Recitals;

“Purchased Shares” has the meaning set forth in Section 2.2;

“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);

“Redemption Rights” means the redemption rights provided for in Sections 8.1 and 49 of the SPAC Articles of Association;

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

“Registrar” has the meaning set forth in the Recitals;

“Registration Rights Agreement” has the meaning set forth in the Recitals;

“Registration Statement / Proxy Statement” has the meaning set forth in Section 7.1.1;

“Released Claims” has the meaning set forth in Section 6.3.

“Remedies Exceptions” has the meaning set forth in Section 3.2;

“Representatives” has the meaning set forth in Section 7.3.1;

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (for example, Crimea, Cuba, Iran, North Korea and Syria);

“Sanctioned Person” means, at any time, any Person (i) listed on any Sanctions-related list of designated or blocked Persons, (ii) the government of, 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 date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region), or (iii) majority-owned or controlled by any of the foregoing;

“Sanctions” means those trade, economic and financial sanctions Laws, regulations, embargoes, and restrictive measures administered or enforced by (i) the United States (including, without limitation, the U.S. Treasury Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) the UK’s Office of Foreign Sanctions Implementation (OFSI), or (v) any other similar Governmental Authority with jurisdiction over the Company or any Company Subsidiary from time to time;

“SEC” has the meaning set forth in Section 5.7.1;

“Secretary of State” has the meaning set forth in the definition of NSIA Approval;

“Securities Act” has the meaning set forth in Section 3.3.2;

“Security Breach” means a breach of security leading to the unauthorized access to or acquisition of Personal Data, including ransomware attack or malware intrusion;

“Seller” has the meaning set forth in the Preamble;

“Seller Disclosure Schedule” has the meaning set forth in Article 3;

“Share Acquisition” has the meaning set forth in Section 2.2;

“Share Consideration” has the meaning set forth in Section 2.2;

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

“SPAC” has the meaning set forth in the Preamble;

“SPAC Articles of Association” means the Amended and Restated Memorandum and Articles of Association of SPAC adopted by special resolution dated January 21, 2021 and effective on January 21, 2021;

“SPAC Board” has the meaning set forth in the Recitals;

“SPAC Board Recommendation” has the meaning set forth in Section 7.2;

“SPAC Class A Ordinary Shares” means SPAC Class A ordinary shares, par value $0.0001 per share;

“SPAC D&O Insurance” has the meaning set forth in Section 7.6.3;

“SPAC Disclosure Schedule” has the meaning set forth in Article 5;

“SPAC Founders Shares” means SPAC’s Class B ordinary shares, par value $0.0001 per share;

“SPAC Founder Warrants” means whole redeemable warrants to purchase SPAC Class A Ordinary Shares issued pursuant to that certain Private Placement Warrants Purchase Agreement, dated as of January 21, 2021, by and between SPAC and Sponsor;

“SPAC Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (i) has had a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC, or (ii) would reasonably be expected to prevent, materially delay or materially impede the performance by SPAC, New Holdco or New SPAC of their respective obligations under this Agreement or the consummation of the 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 SPAC Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of GAAP or any Law applicable to SPAC including any COVID-19 Measures; (b) events or conditions generally affecting the industries or geographic areas in which SPAC 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, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics and other force majeure events; (e) any actions taken or not taken by SPAC as required by this Agreement or any Ancillary Agreement; (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Transactions (including the impact thereof on relationships with Governmental Authorities) (provided that this clause (f) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from this Agreement or the consummation of the transactions contemplated hereby); (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 Effect underlying such failure has resulted in a SPAC Material Adverse Effect; or (h) any actions taken, or failures to take action, or such other Effects, in each case, which the Seller or Company has requested in writing or to which it has consented in writing or which actions are contemplated by this Agreement, except in the cases of clauses (a) through (f) above, to the extent that SPAC is materially disproportionately affected thereby as compared with other participants in the industry in which SPAC operates;

“SPAC Merger” has the meaning set forth in the Recitals;

“SPAC Merger Documents” has the meaning set forth in Section 2.1.1;

“SPAC Merger Effective Time” has the meaning set forth in Section 2.1.2;

“SPAC Ordinary Shares” means SPAC’s Class A Ordinary Shares and the SPAC Founders Shares;

“SPAC Organizational Documents” means the organizational documents of SPAC (including the SPAC Articles of Association and Trust Agreement), New Holdco and New SPAC, in each case as amended, modified or supplemented from time to time;

“SPAC Parties” means SPAC, New Holdco and New SPAC.

“SPAC Preferred Shares” has the meaning set forth in Section 5.3.1;

“SPAC Public Warrants” means whole redeemable warrants to purchase SPAC Class A Ordinary Shares issued as a component of the units issued in SPAC’s initial public offering, with each unit issued therein including one-third of such a warrant;

“SPAC SEC Reports” has the meaning set forth in Section 5.7.1;

“SPAC Securities” has the meaning set forth in Section 2.1.3;

“SPAC Shareholder Approval” has the meaning set forth in Section 5.10.2;

“SPAC Shareholder Redemption Amount” means the aggregate amount of cash proceeds required to satisfy any exercise by shareholders of SPAC of the Redemption Rights;

“SPAC Shareholders’ Meeting” has the meaning set forth in Section 7.2;

“SPAC Transaction Expenses” means all fees and expenses incurred in connection with, or otherwise related to, the Transactions, the negotiation and preparation of this Agreement and the other documents contemplated hereby and the performance and compliance with all agreements and conditions contained herein and therein, including the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, other third-party fees and any Deferred Underwriting Fees, in each case of SPAC, New Holdco or any of their respective Subsidiaries. For the avoidance of doubt, the Parties expressly acknowledge and agree that the fees and expenses set forth on Section 1.1 of the SPAC Disclosure Schedule shall constitute SPAC Transaction Expenses;

“SPAC Units” means one (1) SPAC Class A Ordinary Share and one-third of one (1) SPAC Public Warrant;

“SPAC Warrant Agreement” means that certain warrant agreement dated October 9, 2020 by and between SPAC and Continental Stock Transfer & Trust Company;

“SPAC Warrants” means the SPAC Public Warrants and the SPAC Founder Warrants, each being whole warrants to purchase SPAC Class A Ordinary Shares as contemplated under the SPAC Warrant Agreement, with each whole warrant exercisable for one (1) SPAC Class A Ordinary Share at an exercise price of $11.50;

“Special Resolution Proposal” has the meaning set forth in Section 7.2;

“Sponsor” has the meaning set forth in the Recitals;

“Stockholders Agreement” has the meaning set forth in the Recitals;

“Subscription Agreements” has the meaning set forth in the Recitals;

“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any 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 Group Members;

“Tax” or “Taxes” means any and all taxes, withholding taxes, duties, levies or other assessments or charges, in each case in the nature of taxes imposed by any Governmental Authority, including any 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, whether disputed or not, together with all interest, penalties, and additions to tax or imposed with respect thereto;

“Taxing Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes, assesses, collects, or determines such Tax, and the agency (if any) charged with the imposition, assessment, collection or determination of such Tax for such authority or subdivision, including any Governmental Authority or agency that imposes, or is charged with collecting, assessing or determining, social security or similar charges or premiums;

“Tax Return” means any return, declaration, form, 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, provided, filed or submitted, or required to be provided, filed or submitted, to a Taxing Authority;

“Terminating Company Breach” has the meaning set forth in Section 9.1.5;

“Terminating SPAC Breach” has the meaning set forth in Section 9.1.6;

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, New Holdco, New SPAC, Seller or the Company in connection with the Transactions and specifically contemplated by this Agreement;

“Transaction Proposals” has the meaning set forth in Section 7.2;

“Transactions” means the SPAC Merger, Share Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents;

“Transaction Support Agreement” has the meaning set forth in the Recitals;

“Transfer Tax” means any sales, use, value-added, business, goods and services, transfer (including any stamp duty or other similar Tax chargeable in respect of any instrument transferring property), documentary, conveyancing or similar Tax or expense or any recording fee, in each case that is imposed as a result of the Transactions, together with any penalty, interest and addition to any such item with respect to such item; provided, however, for the avoidance of doubt, the term Transfer Tax shall not include any income Tax or similar Tax imposed on any direct or indirect equityholder of Seller, the Company or any Company Subsidiary;

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

“Trust Account” has the meaning set forth in Section 5.13;

“Trust Agreement” has the meaning set forth in Section 5.13;

“Trustee” has the meaning set forth in Section 5.13;

“Trust Fund” has the meaning set forth in Section 5.13;

“Unaudited Financial Statements” has the meaning set forth in Section 4.7.1; and

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to SPAC in connection with its due diligence investigation of the Company relating to the transactions contemplated hereby.

Upon the terms and subject to the terms and conditions set forth in this Agreement, immediately following the SPAC Merger Effective Time, Seller shall sell, transfer, assign and convey to New Holdco all of the issued and outstanding Company Shares (the “Purchased Shares”), and New Holdco shall acquire such Purchased Shares from Seller, free and clear of all Liens (other than as set forth in the organizational documents of the Company and pursuant to applicable securities Laws generally), in exchange for (i) the Cash Consideration and (ii) New Holdco Common Stock issued to the Seller in the quantity equal to (a) (I) the Company Equity Value minus (II) the product of (A) ten (10) dollars ($10.00) multiplied by (B) the number of SPAC Founders Shares forfeited pursuant to the provisions of the Transaction Support Agreement minus (III) Company Transaction Expenses minus (IV) SPAC Transaction Expenses, divided by (b) ten (10) (such New Holdco Common Stock, the “Share Consideration”) (such transaction, the “Share Acquisition”) and together with all rights attaching to them at the Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the Purchased Shares after the Closing).

in each case, including reasonable supporting materials for the amount of each item included therein.

Except as set forth in the Seller’s disclosure schedule delivered by Seller in connection with this Agreement (the “Seller Disclosure Schedule”), Seller hereby represents and warrants to SPAC, New Holdco and New SPAC as follows:

Seller owns 100 percent of the Company Shares free and clear of all Liens, options, rights of first refusal and limitations on the Company’s or any Company Subsidiary’s voting or transfer rights other than transfer restrictions under applicable securities Laws and the Company’s organizational documents. All the Company Shares are validly issued, fully paid and non-assessable.

Seller 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 Seller and the consummation by Seller of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by SPAC, New Holdco and New SPAC, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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, by general equitable principles (the “Remedies Exceptions”).

Seller is a sophisticated party and has made its own independent investigation, review and analysis regarding SPAC, New Holdco, New SPAC and the Transactions, which investigation, review and analysis were conducted by Seller together with expert advisors, including legal counsel, that it has engaged for such purpose. Seller and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of SPAC, New Holdco and New SPAC and other information that they have requested in connection with their investigation of SPAC, New Holdco and New SPAC and the Transactions. Seller is not relying on any statement, representation or warranty, oral or written, express or implied, made by SPAC, New Holdco, New SPAC or any of their respective Representatives, except as expressly set forth in Article 5 (as modified by the SPAC Disclosure Schedules or SPAC SEC Reports) or in any certificate delivered by SPAC, New Holdco or New SPAC pursuant to this Agreement. None of SPAC, New Holdco, New SPAC, nor any of their respective stockholders, Affiliates or Representatives shall have any liability to Seller or any of its respective shareholders, stockholders or other equityholders (as applicable), Affiliates or Representatives resulting from the use of any information, documents or materials made available to Seller or any of its 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. Seller acknowledges that none of SPAC, New Holdco, New SPAC, nor any of their stockholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving SPAC, New Holdco or New SPAC.

Except as otherwise expressly provided in this Article 3 (as modified by the Seller Disclosure Schedule), Seller hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Seller, the Company, 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 SPAC, its Affiliates or any of their respective Representatives by, or on behalf of, Seller, 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 Seller Disclosure Schedule) or in any certificate delivered by Seller pursuant to this Agreement, neither Seller nor any other Person on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, 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 (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 SPAC, its Affiliates or any of their respective Representatives or any other Person, and any such representations or warranties are expressly disclaimed.

Except as set forth in the Company’s disclosure schedule delivered by the Company in connection with this Agreement (the “Company Disclosure Schedule”), the Company hereby represents and warrants to SPAC, New Holdco and New SPAC as follows:

The Company and each Company Subsidiary is a corporation 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. The Company and each Company Subsidiary is duly qualified or licensed 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.

The Company has prior to the date of this Agreement made available to SPAC in the Virtual Data Room a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such certificates of incorporation, bylaws, articles of association or equivalent organizational documents 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.

The Company 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 the Company and the consummation by the Company of the Transactions have 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. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by SPAC, New Holdco and New SPAC, constitutes a legal, valid and binding obligation of the Company, enforceable against each of Seller and the Company in accordance with its terms, except as limited by the Remedies Exceptions.

Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its 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. Neither the Company nor any Company Subsidiary is, or has been since the Lookback Date, in conflict with, or in default, breach or violation of, (i) any material Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) 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.

Except as set forth in Section 4.9 of the Company Disclosure Schedule, (i) as of the date of this Agreement, there is no (and has not been since the Lookback Date) material litigation, suit, claim, charge, complaint, arbitration, inquiry, grievance, action, proceeding, audit or investigation by or before any Governmental Authority (an “Action”), whether civil, criminal, administrative, regulatory, or otherwise, pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary in writing or otherwise, or any property or asset of the Company or any Company Subsidiary and (ii) neither the Company nor any Company Subsidiary nor any property or asset of the Company or any Company Subsidiary is, subject to any material continuing order of, consent decree, settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

Except as set forth on Section 4.14 of the Company Disclosure Schedule:

Except as set forth on Section 4.15 of the Company Disclosure Schedule and/or as would not be expected to result in a Company Material Adverse Effect:

The approval of Seller is the only corporate approval necessary for the Company to adopt this Agreement and approve the Transactions. Prior to the date hereof, Seller, as sole stockholder of the Company, has approved and adopted this Agreement and the Transactions by written consent, which has not subsequently been rescinded or modified in any way.

Except as set forth on Section 4.21 of the Company Disclosure Schedule and for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the Ordinary Course: (i) no director, officer or other Affiliate of the Company or any Company Subsidiary 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 any goods or services to the Company or any Company Subsidiary; or (c) a beneficial interest in any Material Contract; and (ii) the Company and the Company Subsidiaries have not (a) 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 (b) materially modified any term of any such extension or maintenance of credit.

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

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 of its Affiliates. The Company has provided SPAC with a true and complete copy of all contracts, agreements and arrangements, including its engagement letter, between the Company and any entity listed on Section 4.23 of the Company Disclosure Schedule, other than those that have expired or terminated and as to which no further services are contemplated thereunder to be provided in the future.

The Company is a sophisticated party and has made its own independent investigation, review and analysis regarding SPAC, New Holdco, New SPAC and the Transactions, which investigation, review and analysis were conducted by the Company together with expert advisors, including legal counsel, that it has engaged for such purpose. The Company and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of SPAC, New Holdco and New SPAC and other information that they have requested in connection with their investigation of SPAC, New Holdco and New SPAC and the Transactions. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by SPAC, New Holdco, New SPAC or any of their respective Representatives, except as expressly set forth in Article 5 (as modified by the SPAC Disclosure Schedules or SPAC SEC Reports) or in any certificate delivered by SPAC, New Holdco or New SPAC pursuant to this Agreement. None of SPAC, New Holdco, New SPAC, nor any of their respective stockholders, Affiliates or Representatives shall have any liability to the Company or any of its respective shareholders, stockholders or other equityholders (as applicable), Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Company or any of its 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. The Company acknowledges that none of SPAC, New Holdco, New SPAC, nor any of their stockholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving SPAC, New Holdco or New SPAC.

Except as otherwise expressly provided in this Article 4 (as modified by the Company Disclosure Schedule), the Company hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, 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 SPAC, its Affiliates or any of their respective Representatives by, or on behalf of, the Company, 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 any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, 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 (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 SPAC, its Affiliates or any of their respective Representatives or any other Person, and any such representations or warranties are expressly disclaimed.

Except as set forth in the SPAC’s disclosure schedule delivered by SPAC in connection with this Agreement (the “SPAC Disclosure Schedule”), the SPAC SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC 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, and provided, further, that nothing disclosed in such a SPAC SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.4, Section 5.12 and Section 5.16, SPAC, New Holdco and New SPAC jointly and severally hereby represent and warrant to Seller as follows:

Each of SPAC, New Holdco and New SPAC has heretofore furnished to the Company complete and correct copies of the SPAC Organizational Documents relevant to them. The SPAC Organizational Documents are in full force and effect. None of SPAC, New Holdco or New SPAC is in violation of any of the provisions of the SPAC Organizational Documents relevant to them.

Each of SPAC, New Holdco and New SPAC has all necessary corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and, subject to the receipt of SPAC Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by each of SPAC, New Holdco and New SPAC and the consummation by each of SPAC, New Holdco and New SPAC of the Transactions have been duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of SPAC, New Holdco or New SPAC are necessary to authorize this Agreement or to consummate the Transactions (other than the receipt of the SPAC Shareholder Approval). This Agreement has been duly and validly executed and delivered by SPAC, New Holdco and New SPAC and, assuming due authorization, execution and delivery by Seller and the Company, constitutes a legal, valid and binding obligation of SPAC, New Holdco or New SPAC, enforceable against SPAC, New Holdco or New SPAC in accordance with its terms subject to the Remedies Exceptions.

None of SPAC, New Holdco or New SPAC is or has been in conflict with, or in default, breach or violation of, (i) any Law applicable to SPAC, New Holdco or New SPAC or by which any property or asset of SPAC, New Holdco or New SPAC is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC, New Holdco or New SPAC is a party or by which SPAC, New Holdco or New SPAC or any property or asset of SPAC, New Holdco or New SPAC 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 SPAC Material Adverse Effect. Each of SPAC, New Holdco and New SPAC 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 SPAC, New Holdco or New SPAC to own, lease and operate its properties or to carry on its business as it is now being conducted.

Since January 1, 2021, except as expressly contemplated by this Agreement, SPAC has conducted its business in all material respects in the Ordinary Course.

There is no Action pending or, to the knowledge of SPAC, threatened against SPAC, or any property or asset of SPAC, before any Governmental Authority. Neither SPAC nor any material property or asset of SPAC is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of SPAC, continuing investigation by, any Governmental Authority.

New Holdco was formed on December 8, 2021 and New SPAC was formed on December 8, 2021. Since each of their respective inceptions, neither New Holdco nor New SPAC has engaged in any activity, other than such actions in connection with (i) its organization and (ii) the preparation, negotiation and execution of this Agreement and the Transactions contemplated hereby. Neither New Holdco nor New SPAC has operations, has generated any revenues or has any liabilities other than those incurred in connection with the foregoing and in association with the Transactions.

Except as set forth on Section 5.12 of the SPAC 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 SPAC, New Holdco or New SPAC.

As of the date of this Agreement, SPAC has no less than $330,000,000 in the trust fund established by SPAC for the benefit of its public shareholders (the “Trust Fund”) (including, if applicable, an aggregate of approximately $13,282,500 of deferred underwriting discounts and commissions being held in the Trust Fund) maintained in a trust account at J.P. Morgan Chase Bank, N.A. (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 21, 2021, between SPAC 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 is enforceable in accordance with its terms, subject to the Remedies Exceptions. SPAC 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 any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or the Trustee. There are no separate contracts, agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied): (i) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) that would entitle any Person (other than shareholders of SPAC who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to the SPAC Organizational Documents) 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 any Taxes owed by SPAC or New SPAC as a result of assets of SPAC or New SPAC or interest or other income earned on the assets of SPAC or New SPAC; and (B) upon the exercise of Redemption Rights in accordance with the provisions of the SPAC Organizational Documents. To SPAC’s and New SPAC’s knowledge, as of the date of this Agreement, following the Closing, no shareholder of SPAC or successor thereof shall be entitled to receive any amount from the Trust Account except to the extent such shareholder is exercising its Redemption Rights. There are no Actions pending or, to the knowledge of SPAC and New SPAC, threatened in writing with respect to the Trust Account. Upon consummation of the Transactions and notice thereof to the Trustee pursuant to the Trust Agreement, New SPAC as successor to SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to New SPAC, 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 New SPAC, including as successor to SPAC, due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (a) to shareholders of New SPAC who shall have exercised their Redemption Rights, (b) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (c) to the Trustee for fees and costs incurred in accordance with the Trust Agreement, and (d) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC and/or New SPAC in connection with its efforts to effect the Transactions. SPAC and New SPAC have 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 New SPAC at the Closing.

Other than any officers as described in the SPAC SEC Reports, SPAC has no employees, and has not retained any contractors, other than consultants and advisors in the Ordinary Course. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied material liability with respect to any officer or director. SPAC has never and does not currently maintain, sponsor, or contribute to any Employee Benefit Plan.

The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “NAACU”. The issued and outstanding SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “NAAC”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “NAACW”. As of the date of this Agreement, there is no Action pending or, to the knowledge of SPAC, threatened in writing against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, the SPAC Class A Ordinary Shares, or SPAC Warrants or terminate the listing of SPAC on Nasdaq. Other than the transactions contemplated by this Agreement, none of SPAC or any of its Affiliates has taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Class A Ordinary Shares, or the SPAC Warrants under the Exchange Act.

Each of SPAC, New Holdco and New SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC, New Holdco and New SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC, New Holdco, New SPAC and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and the Company Subsidiaries and the Transactions. None of SPAC, New Holdco or New SPAC is 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 3 or Article 4 (as modified by the Seller Company Disclosure Schedule and Company Disclosure Schedule, respectively) 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 SPAC, New Holdco or New SPAC or any of their respective shareholders, stockholders or other equityholders (as applicable), Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, New Holdco or New SPAC 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. SPAC, New Holdco and New SPAC acknowledge 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.

Except as otherwise expressly provided in this Article 5 (as modified by the SPAC Disclosure Schedule or the SPAC SEC Reports), SPAC, New Holdco and New SPAC hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC, New Holdco and New SPAC, their 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, Seller, their Affiliates or any of their respective Representatives by, or on behalf of, SPAC, New Holdco or New SPAC, 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 SPAC Disclosure Schedule or the SPAC SEC Reports) or in any certificate delivered by SPAC, New Holdco or New SPAC pursuant to this Agreement, none of SPAC, New Holdco or New SPAC, nor any other Person on behalf of SPAC, New Holdco or New SPAC, 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, Seller, their 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 SPAC, New Holdco or New SPAC (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 the Company, Seller, their Affiliates or any of their respective Representatives or any other Person, and any such representations or warranties are expressly disclaimed.

Nothing herein shall require the Company to obtain consent from SPAC to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 6.1 shall give to SPAC, directly or indirectly, the right to control or direct the Ordinary Course of business operations of the Company or any of the Company Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Nothing herein shall require the SPAC to obtain consent from the Company to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 6.2 shall give to the Company, directly or indirectly, the right to control or direct the Ordinary Course of business operations of SPAC prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Each of the Parties hereby acknowledges that the Trust Account contains the proceeds of SPAC’s initial public offering and from certain private placements occurring simultaneously with the initial public offering (including interest accrued from time to time thereon) for the benefit of the SPAC’s public shareholders and certain other parties (including the underwriters of its initial public offering). For and in consideration of the SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Seller and the Company hereby agrees (on its own behalf and on behalf of its Affiliates and other related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to the Trust Account or any monies or other assets in the Trust Account, and shall not make any claim against the Trust Account or any monies or other assets in 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 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”); provided, however, that: (i) nothing herein shall serve to limit or prohibit the Seller or Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with this Agreement or the Transactions (including a claim for SPAC to specially perform its obligations under the Transaction Documents and cause the disbursement of the balance of the cash remaining in the Trust Account to the Seller or Company in accordance with the terms of the Transaction Documents, to the extent it is fully executed in the future by the parties thereto) or for fraud; and (ii) nothing herein shall serve to limit or prohibit any claims that the Seller or Company may have in the future for breaches of this Agreement and/or pursuant to the other Transaction Documents, in each case, against SPAC’s assets or funds that are not held in the Trust Account and/or SPAC, and/or any of its successor entities in the event this Agreement is terminated for any reason and SPAC 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. Each of the Seller and Company hereby irrevocably waives (on its own behalf and on behalf of its Affiliates and other related parties) any Released Claims that it may have against the Trust Account or any monies or other assets in the Trust Account now or in the future as a result of, or arising out of, any discussions, contracts or agreements with SPAC and will not seek recourse against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

SPAC shall: (i) take all action necessary under applicable Law and the SPAC Articles of Association to call, give notice of, convene and hold a meeting of its shareholders (the “SPAC Shareholders’ Meeting”) to seek (a) authorization to enter into, and approval of this Agreement by the holders of SPAC Ordinary Shares in accordance with applicable Law and exchange rules and regulations and the approval of the issuance of SPAC Ordinary Shares in accordance herewith, (b) approval of the SPAC Merger, and (c) approval of any other proposals reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in clauses (a) through (c) above, together, the “Transaction Proposals”, such proposals in clauses (a) and (c) above, together, the “Ordinary Resolution Proposals” and such proposal in clause (b) above, the “Special Resolution Proposal”, provided that, where any proposal under clause (c) above is required pursuant to applicable law or the SPAC Articles of Association to be approved by way of a Special Resolution (as defined in the Cayman Islands Companies Act), such proposal shall also be a Special Resolution Proposal), which SPAC Shareholders’ Meeting shall be held as promptly as reasonably practicable following the date the Registration Statement / Proxy Statement is declared effective by the SEC (and conditioned upon such declaration of effectiveness); and (ii) submit the Transaction Proposals to, and use its reasonable best efforts to solicit proxies in favor of such Transaction Proposals from, such holders at the SPAC Shareholders’ Meeting. SPAC shall, through the SPAC Board, include a statement in the Registration Statement / Proxy Statement to the effect that the SPAC Board recommends that the SPAC shareholders vote in favor of the Transaction Proposals (the “SPAC Board Recommendation”). The SPAC Board shall not change, withdraw, withhold, qualify or modify in a manner adverse to the Seller or the Company, the SPAC Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, and subject to the approval of the holders of a simple majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and actually cast thereon (save that no such approval shall be required where adjournment is as a result of insufficient SPAC Ordinary Shares being represented (either in person or by proxy) to constitute a quorum), SPAC may adjourn the SPAC Shareholders’ Meeting for a period of up to fifteen (15) days (1) to the extent necessary to ensure that any required supplement or amendment to the Registration Statement / Proxy Statement is provided to SPAC’s shareholders or, if as of the time for which the SPAC Shareholders’ Meeting is scheduled there are insufficient SPAC Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, (2) in order to solicit additional proxies from shareholders of SPAC in favor of the adoption of each of the Transaction Proposals or (3) if the SPAC Shareholder Redemption Amount is such that the condition to Closing in Section 8.1.5 would not be satisfied.

Seller shall give prompt notice to SPAC, and SPAC shall give prompt notice to Seller, of any event which either Party becomes aware of between the date of this Agreement and the Closing (or the earlier termination of this Agreement in accordance with Article 9), the occurrence, or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article 8 to fail.

The initial press releases relating to this Agreement shall be simultaneous releases by SPAC, Seller and the Company, the texts of which, in each case, have been agreed to by each of SPAC and Seller. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article 9), unless otherwise prohibited by applicable Law or the requirements of Nasdaq or Euronext, as applicable, each Party shall use its reasonable best efforts to consult with each other Party before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement and the Transactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other Parties. Furthermore, nothing contained in this Section 7.10 shall prevent SPAC or the Company and/or their 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 7.10.

Following the Closing, New Holdco shall, as promptly as practicable, amend its governing documents and take all other actions necessary to change its name to Telesign, Inc.

Prior to the Closing, New Holdco shall (i) amend and restate its certificate of incorporation and bylaws in the forms attached hereto as Exhibit I and (ii) file such amended and restated certificated of incorporation with, and cause it to be accepted by, the Secretary of State of the State of Delaware.

From the date of this Agreement through the SPAC Merger Effective Time, the Parties shall use reasonable best efforts to ensure that SPAC remains listed as a public company on, and for SPAC Ordinary Shares to be tradable over, Nasdaq. From the date of this Agreement through the Closing, the Parties shall use reasonable best efforts to have New Holdco listed on Nasdaq as of the Closing.

At least 48 hours prior to the Closing, SPAC 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 Closing to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account to SPAC and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

SPAC, New SPAC and New Holdco shall take all necessary action so that, immediately after the Closing, the board of directors of New Holdco is comprised of the individuals designated on Exhibit J.

Any filing or similar fees with respect to any regulatory or governmental approval, including the Registration Statement / Proxy Statement and the matters set forth in Sections 7.14 and 8.1.3, shall be borne by the Seller.

At or promptly after the Closing, New Holdco will execute a customary joinder to each agreement set forth on Section 7.18 of the Company Disclosure Schedule.

SPAC shall cause that certain forward purchase contract dated as of January 21, 2021, by and between SPAC and its sponsor, NAAC Sponsor LP, to be terminated prior to or at the Closing, and prior to such termination shall not enter into any transactions pursuant thereto.

In the event SPAC is required by SEC rules, policies or any request by the SEC to amend or modify any filings made with the SEC, including any restatement of its financial statements or any portion thereof, it will complete all such amendments or modifications, and use its reasonable best efforts to cause all such amendments or modifications to be accepted by the SEC, in each case as promptly as reasonably practicable.

The obligations of Seller, the Company, SPAC, New Holdco and New SPAC to consummate the Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

The obligations of SPAC, New Holdco and New SPAC to consummate the Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

The obligations of Seller and the Company to consummate the Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the shareholders of SPAC, as follows:

In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party, except as set forth in Article 10, and any corresponding definitions set forth in Article 1, or in the case of termination subsequent to a willful and material breach of this Agreement by a Party or in the case of fraud.

Except as set forth in this Section 9.3, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses; provided that, if the Closing shall occur, New Holdco shall pay or cause to be paid, (i) Transfer Taxes, (ii) the SPAC Transaction Expenses and (iii) the Company Transaction Expenses; and provided, further, that SPAC and the Company shall each pay one half of the filing fee for the Notification and Report Forms filed under the HSR Act, which payments shall be a SPAC Transaction Expense and a Company Transaction Expense, respectively.

This Agreement may be amended in writing by the Parties at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

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 10.1):

if to SPAC, New SPAC or New Holdco:

North Atlantic Acquisition Corporation
c/o Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Attention: Lynwood Reinhardt
Email: lreinhardt@reedsmith.com

with a copy to:

Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Attention: Lynwood Reinhardt
Email: lreinhardt@reedsmith.com

and a copy to:

McDermott Will & Emery LLP 

One Vanderbilt Ave. 

New York, NY 10017
Attention: Ari Edelman
Email: AEdelman@mwe.com

if to the Company or Seller:

BICS SA
Boulevard du Roi Albert II 27- 1030
Bruxelles, Belgium
Attention: Guillaume Boutin
Email: guillaume.boutin@proximus.com

with a copy to:

Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104 

Attention: Jeffrey Cohen; Peter Cohen-Millstein 

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

and

Linklaters LLP
Rue Brederode 13, 1000
Brussels, Belgium

Attention: An-Sofie Van Hootegem; Eric Pottier

Email: ansofie.vanhootegem@linklaters.com; eric.pottier@linklaters.com

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 (i) 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 (ii) this Article 10 and any corresponding definitions set forth in Article 1.

If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, in whole or in part, 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 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.

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 7.3.2, all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. Neither Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement or any of the rights hereunder (whether pursuant to a merger, by operation of Law or otherwise) by any Party without the prior express written consent of the other Parties.

This Agreement shall be binding upon and inure solely to the benefit of each Party, 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 7.6 and Section 10.11 (which are intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons).

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 (the “Governing Law”). 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 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, (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.

EACH OF THE PARTIES 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 (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 10.7.

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.

This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties 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.

All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the other Transaction Documents, or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”), except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents or their negotiation, execution, performance, or breach, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law.

[Signature Page Follows]

In witness whereof, SPAC, New Holdco, New SPAC, Seller and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Exhibit A
Form of Plan of Merger

[Attached]

Exhibit B
Form of Certificate of Merger

[Attached]

Exhibit C
Form of Registration Rights Agreement

[Attached]

Exhibit D
Proximus Non-Compete Agreement

[Attached]

Exhibit E
Stockholders Agreement

[Attached]

Exhibit F
Company Tax Notices

[Attached]

Exhibit G
Capitalization

[Attached]

Exhibit H
New EIP

[Attached]

Exhibit I
A&R New Holdco Organizational Documents

[Attached]