UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2023
CATCHA
INVESTMENT CORP
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-40061 |
|
98-1574476 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
Level
42, Suntec Tower Three
8 Temasek Blvd, Singapore |
|
038988 |
| (Address of principal executive offices) |
|
(Zip Code) |
+65
6829-2294
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Class A Ordinary Shares, par value $0.0001 per share |
|
CHAA |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2023, Catcha Investment
Corp (“Catcha”), a Cayman Islands exempted company limited by shares, entered into a Business Combination Agreement
(the “Business Combination Agreement”) with Crown LNG Holdings AS, a private limited liability company incorporated
under the laws of Norway (the “Company”), Crown LNG Holdings Limited, a private limited company incorporated under
the laws of Jersey, Channel Islands (“PubCo”), and CGT Merge II Limited, a Cayman Islands exempted company limited
by shares (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are referred to herein
as the “Business Combination.” Capitalized terms used in this report without definition shall have the meanings assigned
to them in the Business Combination Agreement.
Business Combination Agreement
Consideration and Structure
Pursuant to the Business Combination Agreement, subject to the satisfaction
or waiver of certain conditions set forth therein, (i) Merger Sub will merge with and into Catcha, with Catcha being the surviving company
and becoming the wholly owned subsidiary of PubCo, as a result of which (a) each Catcha Class A Ordinary Share and each Class B Ordinary
Share issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and cease to exist in exchange
for the right to receive one newly issued share of PubCo Common Stock, and (b) each Catcha Warrant outstanding immediately prior to the
Merger Effective Time shall cease to be a warrant with respect to Catcha Ordinary Shares and be assumed by PubCo and converted into a
warrant to purchase one share of PubCo Common Stock; and (ii) subject to the certain procedures and conditions, Company Shareholders will
transfer their Company Stock to PubCo in exchange for their Pro Rata Share of the Exchange Consideration, and the Exchange Consideration
is a number of shares of PubCo Common Stock issued by PubCo equal to (a) a Transaction Value of $600 million divided by (b) a Per Share
Price of $10.00.
During the seven years following the Closing Date, the Exchanging Shareholders
shall have the contingent right to receive in the aggregate a number of shares of PubCo Common Stock equivalent to 10% of the issued and
outstanding PubCo Common Stock as of the Closing, which will vest upon achievement of certain share prices and milestones as provided
under the Business Combination Agreement.
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary
representations and warranties for transactions of this type, which will not survive the Closing. No party will have any liabilities to
such other parties, other than claims for fraud, with respect to the making of its applicable representations and warranties. In addition,
the parties agreed to be bound by certain covenants generally customary for transactions of this type, including, among others, covenants
with respect to the conduct of business of the Company (including its Subsidiaries) and Catcha during the period between execution of
the Business Combination Agreement and the Closing and a covenant by the Company to deliver to Catcha the draft Company Financials no
later than 15 days after the date of the Business Combination Agreement. Each of the parties has agreed to use its commercially reasonable
efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination Agreement in the
most expeditious manner practicable.
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties
(or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain regulatory
or other customary closing conditions of the respective parties, including, without limitation: (i) the completion of the KGLNG Transaction
and the GBTron Transaction; (ii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby
and certain other matters by the requisite vote of Catcha’s shareholders; (iii) the execution of the Registration Rights Agreement
and the Lock-Up Agreement; (iv) the effectiveness of the Registration Statement; (v) the approval of the listing of the shares of PubCo
Common Stock and PubCo Warrants on NYSE; (vi) the sum of (a) the amount of cash and cash equivalents available in Catcha’s trust
account and otherwise held by Catcha (less the amounts required for the Catcha Share Redemption), plus (b) the aggregate amount of proceeds
of the Private Placements received by PubCo prior to or substantially concurrently with the Closing (in each case of (a) and (b), after
deducting the amounts required for the accrued and unpaid Company Transaction Expenses and Catcha Transaction Expenses) is at least $20
million; and (vii) Catcha having net tangible assets of at least $5,000,001 (after giving effect to the Catcha Share Redemption and the
Private Placements).
Termination
The Business Combination Agreement may be terminated under certain
customary circumstances at any time prior to the Closing, including, without limitation, (i) upon the mutual written consent of the Company
and Catcha, (ii) by either Catcha or the Company, if any of the conditions to the Closing has not been satisfied or waived by February
17, 2024, (iii) by Catcha, on the one hand, or the Company, on the other hand, as a result of certain material breaches by the counterparties
to the Business Combination Agreement that remain uncured after any applicable cure period, (iv) by either Catcha or the Company, if a
Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently prohibiting the transactions
contemplated by the Business Combination Agreement, (v) by Catcha, on the one hand, or the Company, on the other hand, as a result of
the failure by the counterparties to obtain approvals required for the Business Combination, (vi) by Catcha, if there has been a Material
Adverse Effect on the Target Companies taken as a whole and (vii) by Catcha, if the Company Financials have not been delivered to Catcha
by September 15, 2023.
The foregoing description of the Business Combination Agreement and
the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business
Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business
Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date
of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes
of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating the Business Combination Agreement. It is not intended to provide any other factual information about the parties to
the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business
Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for
the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and
Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other
terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected
in Catcha’s public disclosures.
Other Agreements
The Business Combination Agreement contemplates the execution of various
additional agreements and instruments, including, among others, the below:
Exchange Agreement
In connection with the execution of the
Business Combination Agreement, Catcha, PubCo, the Company and certain Company Shareholders entered into the Exchange and Support
Agreement, pursuant to which, such Company Shareholders agreed to (i) exchange all of their Company Stock for PubCo Common Stock as
part of the Exchange, and (ii) to vote their Company Stock in favor of the transactions contemplated by the Business Combination
Agreement and to provide a power of attorney to the Company to take certain actions in connection with the transactions contemplated
by the Business Combination Agreement on behalf of such Company Shareholders.
The foregoing description of the Exchange
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Exchange Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
Registration Rights Agreement
As a condition to the Closing, Catcha, the Company,
PubCo, certain Company Shareholders, Catcha’s directors and officers and the Sponsor will enter into the Registration Rights Agreement
(i) amending and restating the Original RRA (as defined in the Registration Rights Agreement), in its entirety, and (ii) pursuant to
which, among other things, PubCo will provide certain registration rights for the shares of PubCo Common Stock and PubCo Warrants held
by the applicable parties to the Registration Rights Agreement, subject to certain exceptions and as more fully described in the Registration
Rights Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Lock-Up Agreement
As a condition to the Closing, Catcha, the Company, PubCo, certain
Company Shareholders, the Sponsor, and the Company’s and Catcha’s directors and officers will enter into the Lock-Up Agreement
pursuant to which, among other things, the applicable parties will agree not to transfer, sell, assign or otherwise dispose of any PubCo’s
equity securities held by such persons for 12 months following the Closing, in each case subject to certain exceptions and as more fully
described in the Lock-Up Agreement, the form of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 3, 2023, Catcha and the Company issued a joint press release
announcing the execution of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Attached as Exhibit 99.2 hereto and incorporated herein by reference
is the investor presentation, dated August, 2023 for use by Catcha and the Company in meetings with certain persons with respect to the
Business Combination.
Attached as Exhibit 99.3 hereto and incorporated herein by reference
is the transcript, dated August 3, 2023, of recorded conference calls between Catcha, the Company and certain
persons with respect to the Business Combination.
The information in this Item 7.01 and Exhibits 99.1 Exhibits 99.2,
and Exhibit 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information About the Business Combination and Where
to Find It
In connection with the proposed Business Combination, PubCo intends
to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus
and certain other related documents, which will be both the proxy statement to be distributed to holders of ordinary shares of Catcha
in connection with Catcha’s solicitation of proxies for the vote by Catcha’s shareholders with respect to the Business Combination
and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities
of PubCo to be issued in the Business Combination. Catcha’s shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these
materials will contain important information about the parties to the Business Combination Agreement, Catcha and the Business Combination.
After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Catcha’s shareholders
as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration
Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Participants in the Solicitation of Proxies
Catcha and its directors and executive officers may be deemed participants
in the solicitation of proxies from Catcha’s shareholders with respect to the Business Combination. A list of the names of those
directors and executive officers and a description of their interests in Catcha is contained in the registration statement on Form S-1,
as amended, which was initially filed by Catcha with the SEC on January 25, 2021 and is available free of charge at the SEC’s web
site at www.sec.gov, or by directing a request to Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention:
Patrick Grove. Additional information regarding the interests of such participants will be contained in the Registration Statement when
available.
The Target Companies’ directors and executive officers may also
be deemed to be participants in the solicitation of proxies from the shareholders of Catcha in connection with the Business Combination.
A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will
be included in the Registration Statement when available.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only
and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
Certain statements in this communication may be considered forward-looking
statements. These forward-looking statements include, without limitation, Catcha’s, Target Companies’ and PubCo’s expectations
with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing
conditions to the proposed Business Combination and the timing of the completion of the Business Combination. For example, projections
of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”,
or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties,
and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Catcha and its management, and PubCo and the Target Companies and their management, as the case may
be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and
any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted
against Catcha, the Target Companies, the PubCo or others; (3) the inability to complete the Business Combination due to the failure to
obtain approval of the shareholders of Catcha or to satisfy other conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet stock
exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts
current plans and operations of Catcha or the Target Companies as a result of the announcement and consummation of the Business Combination;
(7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
the ability of PubCo to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility
that Catcha, the Target Companies or PubCo may be adversely affected by other economic, business, and/or competitive factors; (11) the
Target Companies’ estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and
purchase price and other adjustments; and (12) other risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Catcha’s final prospectus relating to its initial public
offering dated February 11, 2021 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination
expected to be filed by Catcha.
Nothing in this communication should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof.
None of Catcha or the Target Companies undertakes any duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
|
(d) |
|
Exhibits. |
| 2.1 |
|
Business Combination Agreement, dated as of August 3, 2023, by
and among Catcha, the Company, PubCo and Merger Sub.* |
| |
|
|
| 10.1 |
|
Exchange and Support Agreement, dated as of August 3, 2023, by and among Catcha, the Company, PubCo and certain Company Shareholders.* |
| |
|
|
| 10.2 |
|
Form of Registration Rights Agreement* |
| |
|
|
| 10.3 |
|
Form of Lock-Up Agreement* |
| |
|
|
| 99.1 |
|
Joint Press Release, dated as of August 3, 2023 |
| |
|
|
| 99.2 |
|
Investor Presentation, dated August 2023 |
| |
|
|
| 99.3 |
|
Transcript of Recorded Conference Call, dated as of August 3, 2023 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Exhibits and schedules have been omitted from this filing pursuant
to Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 3, 2023
| |
CATCHA INVESTMENT CORP |
| |
|
| |
By: |
/s/ Patrick Grove |
| |
Name: |
Patrick Grove |
| |
Title: |
Chairman and Chief Executive Officer |
6
Exhibit 2.1
BUSINESS COMBINATION AGREEMENT
by and among
CROWN LNG HOLDINGS LIMITED,
as PubCo,
CGT MERGE II LIMITED,
as Merger Sub,
CATCHA INVESTMENT CORP,
as Catcha,
and
CROWN LNG HOLDING AS,
as the Company
Dated as of August 3, 2023
TABLE OF CONTENTS
| |
Page(s) |
| |
|
| I. MERGER |
3 |
| |
1.1 |
Merger |
3 |
| |
1.2 |
Merger Effective Time |
3 |
| |
1.3 |
Effect of the Merger |
4 |
| |
1.4 |
Memorandum and Articles of Association |
4 |
| |
1.5 |
Directors and Officers of the Surviving Entity |
4 |
| |
1.6 |
Effect of Merger on Merger Sub and Catcha Securities |
4 |
| |
1.7 |
Exchange of Catcha Warrants |
5 |
| |
1.8 |
Surrender of Catcha Securities and Disbursement of the Merger Consideration |
5 |
| |
1.9 |
Taking of Necessary Action; Further Action |
8 |
| |
1.10 |
Appraisal and Dissenter’s Rights |
8 |
| |
1.11 |
PubCo Redemption |
8 |
| |
1.12 |
Catcha Tax Election |
9 |
| |
1.13 |
PubCo Redomiciliation |
9 |
| |
|
|
|
| II. exchange |
9 |
| |
2.1 |
Exchange |
9 |
| |
2.2 |
Exchange Effective Time; Effects of the Exchange |
9 |
| |
2.3 |
Surrender of Company Stock and Disbursement of the Exchange Consideration |
10 |
| |
2.4 |
Taking of Necessary Action; Further Action |
11 |
| |
|
|
|
| III. EARNOUT |
12 |
| |
3.1 |
Earnout |
12 |
| |
|
|
|
| Iv. CLOSING |
12 |
| |
4.1. |
Closing |
12 |
| |
|
|
|
| v. representations and warranties of THE COMPANY |
13 |
| |
5.1 |
Organization and Standing |
13 |
| |
5.2 |
Authorization; Binding Agreement |
13 |
| |
5.3 |
Capitalization |
14 |
| |
5.4 |
Subsidiaries |
15 |
| |
5.5 |
Governmental Approvals |
15 |
| |
5.6 |
Non-Contravention |
16 |
| |
5.7 |
Financial Statements |
16 |
| |
5.8 |
Absence of Certain Changes |
18 |
| |
5.9 |
Compliance with Laws |
18 |
| |
5.10 |
Company Permits |
19 |
| |
5.11 |
Litigation |
19 |
| |
5.12 |
Material Contracts |
19 |
| |
5.13 |
Intellectual Property |
22 |
| |
5.14 |
Taxes and Returns |
25 |
| |
5.15 |
Real Property |
28 |
| |
5.16 |
Personal Property |
28 |
| |
5.17 |
Title to and Sufficiency of Assets |
28 |
| |
5.18 |
Employee Matters |
28 |
| |
5.19 |
Benefit Plans |
30 |
| |
5.20 |
Environmental Matters |
32 |
| |
5.21 |
Transactions with Related Persons |
33 |
| |
5.22 |
Insurance |
33 |
| |
5.23 |
Books and Records |
34 |
| |
5.24 |
Top Customers and Suppliers |
34 |
| |
5.25 |
Certain Business Practices |
35 |
| |
5.26 |
Investment Company Act |
36 |
| |
5.27 |
Finders and Brokers |
36 |
| |
5.28 |
Insolvency |
36 |
| |
5.29 |
Registration Statement |
36 |
| |
5.30 |
Investigation |
37 |
| |
5.31 |
Disclosure |
37 |
| |
|
|
|
| VI. representations and warranties of PUBCO AND MERGER SUB |
37 |
| |
6.1. |
Organization and Standing |
37 |
| |
6.2. |
Authorization; Binding Agreement |
37 |
| |
6.3. |
Governmental Approvals |
38 |
| |
6.4. |
Non-Contravention |
38 |
| |
6.5. |
Capitalization |
38 |
| |
6.6. |
PubCo Activities |
40 |
| |
6.7. |
Merger Sub Activities |
40 |
| |
6.8. |
Ownership of Merger Consideration |
40 |
| |
6.9. |
Registration Statement |
40 |
| |
6.10. |
Finders and Brokers |
41 |
| |
|
|
|
| VII. representations and warranties of CATCHA |
41 |
| |
7.1. |
Organization and Standing |
41 |
| |
7.2. |
Governmental Approvals |
41 |
| |
7.3. |
Non-Contravention |
42 |
| |
7.4. |
Capitalization |
42 |
| |
7.5. |
SEC Filings and Catcha Financials |
43 |
| |
7.6. |
Absence of Certain Changes |
44 |
| |
7.7. |
Compliance with Laws |
44 |
| |
7.8. |
Actions; Orders; Permits |
44 |
| |
7.9. |
Taxes and Returns |
44 |
| |
7.10. |
Employees and Employee Benefit Plans |
44 |
| |
7.11. |
Properties |
44 |
| |
7.12. |
Transactions with Affiliates |
45 |
| |
7.13. |
Investment Company Act |
45 |
| |
7.14. |
Finders and Brokers |
45 |
| |
7.15. |
Independent Investigation |
45 |
| VIII. COVENANTS |
45 |
| |
8.1. |
Access and Information |
45 |
| |
8.2. |
Conduct of Business of the Company |
46 |
| |
8.3. |
Conduct of Business of Catcha |
50 |
| |
8.4. |
Financial Statements |
53 |
| |
8.5. |
Catcha Public Filings |
53 |
| |
8.6. |
No Solicitation |
53 |
| |
8.7. |
No Trading |
54 |
| |
8.8. |
Notification of Certain Matters |
55 |
| |
8.9. |
Efforts |
55 |
| |
8.10. |
Tax Matters |
57 |
| |
8.11. |
Further Assurances |
58 |
| |
8.12. |
Preparation of Registration Statement; Catcha Shareholders’ Meeting and Approvals; Company Shareholders’ Meeting and Approvals |
58 |
| |
8.13. |
Public Announcements |
60 |
| |
8.14. |
Confidential Information |
61 |
| |
8.15. |
Documents and Information |
62 |
| |
8.16. |
Post-Closing Board of Directors and Executive Officers |
62 |
| |
8.17. |
Indemnification of Directors and Officers; Tail Insurance |
63 |
| |
8.18. |
Trust Account Proceeds |
63 |
| |
8.19. |
Private Placements |
64 |
| |
8.20. |
Post-Closing Assumption or Creation of Benefit Plans |
64 |
| |
8.21. |
Termination of the Company Warrants |
64 |
| |
|
|
|
| IX. Closing conditions |
65 |
| |
9.1. |
Conditions of Each Party’s Obligations |
65 |
| |
9.2. |
Conditions to Obligations of the Company |
66 |
| |
9.3. |
Conditions to Obligations of Catcha |
67 |
| |
9.4. |
Frustration of Conditions |
69 |
| |
|
|
|
| X. TERMINATION AND EXPENSES |
70 |
| |
10.1. |
Termination |
70 |
| |
10.2. |
Effect of Termination |
71 |
| |
10.3. |
Fees and Expenses |
71 |
| |
|
|
|
| xI. WAIVERS and releases |
72 |
| |
11.1. |
Waiver of Claims Against Trust |
72 |
| |
|
|
|
| xII. MISCELLANEOUS |
73 |
| |
12.1. |
Notices |
73 |
| |
12.2. |
Binding Effect; Assignment |
74 |
| |
12.3. |
Third Parties |
74 |
| |
12.4. |
Governing Law; Jurisdiction |
74 |
| |
12.5. |
WAIVER OF JURY TRIAL |
75 |
| |
12.6. |
Specific Performance |
75 |
| |
12.8. |
Severability |
75 |
| |
12.8. |
Amendment |
76 |
| |
12.9. |
Waiver |
76 |
| |
12.10. |
Entire Agreement |
76 |
| |
12.11. |
Interpretation |
77 |
| |
12.12. |
Counterparts |
77 |
| |
12.13. |
Non-Survival of Representations, Warranties |
77 |
| |
|
|
|
| XIII. DEFINITIONS |
78 |
| |
13.1. |
Certain Definitions |
78 |
| |
13.2. |
Section References |
89 |
| Exhibits |
| Exhibit A |
– |
Exchange and Support Agreement |
|
| Exhibit B |
– |
Form of Plan of Merger |
|
| Exhibit C |
– |
Form of A&R Articles of Surviving Entity |
|
| Exhibit D |
– |
Form of PubCo A&R Charter |
|
| Exhibit E |
– |
Form of Registration Rights Agreement |
|
| Exhibit F |
– |
Form of Lock-Up Agreement |
|
| |
|
|
|
| Schedules |
| Schedule 8.2 |
– |
Conduct of Business of the Company |
|
| Schedule 8.3 |
– |
Conduct of Business of Catcha |
|
| Schedule 9.1(d) |
– |
Required Consents |
|
BUSINESS COMBINATION AGREEMENT
This Business Combination
Agreement (this “Agreement”) is made and entered into as of August 3, 2023 by and among (i) Crown LNG Holdings
Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii)
CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha
Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), and (iv) Crown LNG Holding
AS, a private limited liability company incorporated under the laws of Norway (the “Company”). PubCo, Merger
Sub, Catcha and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as
the “Parties”.
RECITALS
A. The
Company, directly and indirectly through its Subsidiaries, develops, finances, owns and operates liquefied natural gas (“LNG”)
terminals as part of the liquefaction and regasification portions of the LNG value chain.
B. Catcha
is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses.
C. Each
of PubCo and Merger Sub is an entity newly formed for the purposes of effecting the transactions contemplated herein.
D. Subject
to the terms and conditions hereof, the Parties desire and intend to effect a business combination transaction (the transactions contemplated
herein, collectively, the “Business Combination”) whereby:
| (i) | prior to the Merger Effective Date (as defined below), Catcha will effect the Catcha Share Redemption, |
| (ii) | prior to the Closing Date, the Company will cause the de-registration of the Company Stock from the VPS, |
| (iii) | on the first (1st) Business Day after all the conditions to the Closing have been satisfied
or waived (the “Merger Effective Date”) and in accordance with the applicable provisions of the Cayman Act,
Merger Sub will merge with and into Catcha (the “Merger”), with Catcha being the surviving company and becoming
the wholly owned subsidiary of PubCo (such surviving company is hereinafter referred to for the periods from and after the Merger Effective
Time (as defined below) as the “Surviving Entity”), |
| (iv) | (a) after the Merger Effective Time and on the Merger Effective Date, PubCo will redeem the initial share
of PubCo Common Stock held by its incorporating initial shareholder for the amount paid by the incorporating initial shareholder at the
time initial share of PubCo Common Stock was issued (the “PubCo Redemption”), (b) on or following the Merger
Effective Date, Catcha will file a timely election for U.S. federal income tax purposes to be classified as an entity disregarded as separate
from its owner PubCo (the “Catcha Tax Election” and, together with the Merger, the “Catcha Reorganization”)
to be effective as of the first (1st) day following the Merger Effective Date, and (c) on the first (1st) Business Day following the Merger
Effective Date (the “Exchange Effective Date”) (in any case following the Catcha Reorganization), PubCo will
establish Tax residency in the United Kingdom (the “PubCo Redomiciliation”), and |
| (v) | on the Exchange Effective Date (in any case following the Catcha Reorganization and the PubCo Redomiciliation),
subject to the terms and procedures set forth under Article II, the Company Shareholders will transfer to PubCo, and PubCo will acquire
from the Company Shareholders, all of the Company Shareholders’ shares of Company Stock, as consideration and in exchange for the
issuance of shares of PubCo Common Stock (the “Exchange”). |
E. Each
Party intends for U.S. federal income (and applicable U.S. state and local) Tax purposes, that (i) the Catcha Reorganization qualify as
part of an integrated transaction that, taken together, constitutes a tax-deferred reorganization within the meaning of Section 368(a)(1)(F)
of the Code (as defined below) (the “Reorganization Intended Tax Treatment”), (ii) the Exchange qualify and
constitute a tax-deferred reorganization within the meaning of Section 368(a)(1)(B) of the Code and/or if the requirements of Section
368(c) are met, the Exchange together with any Private Placements (as defined below) constitute a tax-deferred exchange within the meaning
of Section 351 of the Code (the “Exchange Intended Tax Treatment”), and (iii) that this Agreement constitute,
and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g)(i) and
(ii) (items (i)-(iii), collectively, the “Intended Tax Treatment”).
F. Prior
to the date hereof, (i) the Company, (ii) Pubco, (iii) Crown LNG India AS, a subsidiary of the Company (“Crown India”)
and (iv) East LNG Pte. Ltd., a private limited liability company incorporated under the laws of Singapore (the “KG Seller”),
entered into an agreement, pursuant to which the KG Seller has granted to the Crown India (a) a future payment right in respect of future
distributions from Krishna Godavari LNG Terminal Pvt. Ltd. (“KGLNG”) in exchange for the issuance of promissory
note from Crown India in favor of the KG Seller, which promissory note shall in turn be exchanged by East LNG for a certain number of
newly issued Company Stock, and (b) an option to buy all the shares of KGLNG held by the KG Seller, in each case on the terms described
therein (collectively, the “KGLNG Transaction”), which the closing of such transaction contemplated in subparagraph
(a) shall occur at least one (1) Business Day prior to the Merger Effective Time and the closing of such transaction contemplated in subparagraph
(b) shall occur after the Closing of this Agreement.
G. Prior
to the date hereof, (i) the Company, (ii) Pubco, and (iii) GBTron Lands Limited, a private liability company incorporated under the laws
of England and Wales (“GBTron Seller”), entered into an agreement pursuant to which (a) GBTron Seller will set
up a new limited liability company (“GBTron Newco”) and transfer certain rights and obligations relating to
a certain project located in Grangemouth Port, Scotland, and (b) GBTron Seller will grant to the Company an option to buy all of the shares
of GBTron Newco, in each case on the terms described therein (collectively, the “GBTron Transaction”), which
the closing of such shall occur after the Closing of this Agreement.
H. The
board of directors (or applicable governing body) of each Party has (i) determined that this Agreement and the Business Combination are
fair, advisable and in the best interest of such company and its shareholders, (ii) approved this Business Combination, upon the terms
and subject to the conditions set forth herein, and (iii) as applicable, determined to recommend to its shareholders the approval and
adoption of the Business Combination, this Agreement and the transactions contemplated herein.
I. Concurrently
with the execution and delivery of this Agreement, Catcha, the Company, PubCo and certain Company Shareholders have entered into an Exchange
and Support Agreement in the form attached hereto as Exhibit A (the “Exchange and Support Agreement”),
pursuant to which, among other things, each such Company Shareholder agrees to (i) contribute their Company Stock to PubCo in exchange
for a number of shares of PubCo Common Stock as contemplated herein, and (ii) vote their Company Stock at any meeting of the Company in
favor of the transactions contemplated by this Agreement.
J. Certain
capitalized terms used herein are defined in Article XIII.
NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations,
warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:
Article
I
MERGER
1.1 Merger.
Subject to completion or waiver of the closing conditions in accordance with Article IX, on the Merger Effective Date, Catcha and
Merger Sub shall, in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the “Cayman
Act”), this Agreement and the Plan of Merger, consummate the Merger, pursuant to which Merger Sub shall be merged with and
into Catcha, following which the separate corporate existence of Merger Sub shall cease and Catcha shall continue as the Surviving Entity.
1.2 Merger
Effective Time. On the Merger Effective Date, Catcha and Merger Sub shall execute and cause to be filed with the Registrar of Companies
of the Cayman Islands the plan of merger substantially in the form attached hereto as Exhibit B (which shall, without limitation,
include the particulars required pursuant to the Cayman Act) (“Plan of Merger”) and such other documents as
may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Merger effective.
The Merger shall become effective at the time when the Plan of Merger has been registered with the Registrar of Companies of the Cayman
Islands or at such later time as specified in the Plan of Merger and permitted by the Cayman Act as may be agreed by Merger Sub and Catcha
in writing with the prior written consent of the Company and specified in the Plan of Merger (such time, the “Merger Effective
Time”).
1.3 Effect
of the Merger. At and after the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of
Merger and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the
Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations
of Catcha and Merger Sub shall vest in and become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities,
duties and obligations of Catcha as the Surviving Entity (including all rights and obligations with respect to the Trust Account), which
shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Catcha and Merger
Sub set forth in this Agreement, and any Ancillary Documents to which Catcha or Merger Sub is a party, to be performed after the Merger
Effective Time.
1.4 Memorandum
and Articles of Association. At the Merger Effective Time, the memorandum and articles of association of Catcha, as in effect immediately
prior to the Merger Effective Time, shall be amended and restated substantially in the form of the amended and restated memorandum and
articles of association attached hereto as Exhibit C (the “A&R Articles of Surviving Entity”) and,
as so amended and restated, shall be the memorandum and articles of association of the Surviving Entity on and from the Merger Effective
Time until thereafter amended in accordance with its provisions and the Cayman Act.
1.5 Directors
and Officers of the Surviving Entity. At the Merger Effective Time, the board of directors and executive officers of Catcha shall
cease to hold office, and the board of directors and officers of the Surviving Entity shall be as determined by Catcha, PubCo and the
Company and specified in the Plan of Merger, each to hold office in accordance with the A&R Articles of Surviving Entity until their
respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.
1.6 Effect
of Merger on Merger Sub and Catcha Securities. At the Merger Effective Time, by virtue of and in consideration for the Merger and
without any action (save as set out in this Section 1.6) on the part of any Party or the holders of securities of Catcha or Merger
Sub:
(a) Catcha
Ordinary Shares. Subject to Sections 1.6(b) and 1.6(d), each (A) Catcha Class A Ordinary Share issued and outstanding
immediately prior to the Merger Effective Time shall be converted into the right to receive, upon delivery of the applicable Merger Transmittal
Documents in accordance with Section 1.8, one (1) newly issued share of PubCo Common Stock and (B) Catcha Class B Ordinary Share issued
and outstanding immediately prior to the Merger Effective Time shall be converted into the right to receive, upon delivery of the applicable
Merger Transmittal Documents in accordance with Section 1.8, one (1) newly issued share of PubCo Common Stock. Following the steps
described in the forgoing subsection (A) and (B), all Catcha Ordinary Shares shall cease to be outstanding and shall automatically be
cancelled and shall cease to exist. As of the Merger Effective Time, each Catcha Shareholder shall cease to have any other rights in and
to Catcha except as provided in this Agreement or by Law.
(b) Treasury
Shares. Notwithstanding Section 1.6(a) or any other provision of this Agreement to the contrary, at the Merger Effective Time,
if there are any Catcha Ordinary Shares that are owned by Catcha as treasury shares or any Catcha Ordinary Shares owned by any direct
or indirect Subsidiary of Catcha immediately prior to the Merger Effective Time, such Catcha Ordinary Shares shall be cancelled and shall
cease to exist without any conversion thereof or payment therefor.
(c) Merger
Sub Share. The one (1) Merger Sub Ordinary Share issued and outstanding immediately prior to the Merger Effective Time shall automatically
be converted into one (1) Surviving Entity Ordinary Share, with the rights, powers and privileges given to such share by the A&R Articles
of Surviving Entity and the Cayman Act and such Surviving Entity Ordinary Share shall constitute the only outstanding share of the Surviving
Entity immediately following the Merger Effective Time. Immediately following the Merger Effective Time, PubCo shall be the sole and exclusive
owner of all shares of the Surviving Entity and the register of members of the Surviving Entity shall be updated at the Merger Effective
Time to reflect the foregoing.
(d) Dissenting
Shares. Each Dissenting Catcha Share (as defined below) issued and outstanding immediately prior to the Merger Effective Time shall
be cancelled and cease to exist in accordance with Section 1.10 and shall thereafter represent only the right to receive the applicable
fair value of such Dissenting Catcha Shares set forth in Section 1.10 and such other rights as are granted by the Cayman Act.
1.7 Exchange
of Catcha Warrants. Each Catcha Warrant outstanding immediately prior to the Merger Effective Time shall cease to be a warrant with
respect to Catcha Ordinary Shares and be assumed by PubCo and converted into a warrant to purchase one (1) share of PubCo Common Stock
(each, a “PubCo Warrant”). Each PubCo Warrant shall continue to have and be subject to substantially the same
terms and conditions as were applicable to such Catcha Warrant immediately prior to the Merger Effective Time (including any repurchase
rights and cashless exercise provisions).
1.8 Surrender
of Catcha Securities and Disbursement of the Merger Consideration.
(a) Prior
to the Merger Effective Time, PubCo shall appoint Continental Stock Transfer & Trust Company as its transfer agent, or another agent
reasonably acceptable to Company and Catcha (the “Exchange Agent”), for the purpose of exchanging the certificates
representing Catcha Ordinary Shares (“Catcha Certificates”). At or prior to the Merger Effective Time, PubCo
shall deposit, or cause to be deposited, with the Exchange Agent the sum of all shares of PubCo Common Stock receivable by Catcha Shareholders
pursuant to Section 1.6 (“Merger Consideration”) and the ledger evidencing such shares of PubCo Common
Stock. At or prior to the Merger Effective Time, PubCo shall send, or shall cause the Exchange Agent to send, to each Catcha Shareholder,
a letter of transmittal for use in such exchange, in the form collectively agreed to by PubCo and Catcha (a “Letter of Transmittal”)
(which shall specify that the Merger Consideration shall only be delivered upon proper delivery of the Merger Transmittal Documents (as
defined below).
(b) Each
Catcha Shareholder shall be entitled to receive its portion of the Merger Consideration in respect of the Catcha Ordinary Shares represented
by appropriate entries in respect of that Catcha Shareholder on Catcha’s register of members as in effect immediately prior to the Merger
Effective Time and the Catcha Certificate(s), as soon as reasonably practicable after the Merger Effective Time, but subject to the delivery
to the Exchange Agent of the following items prior thereto (collectively, the “Merger Transmittal Documents”):
(i) the certificate(s) for its Catcha Ordinary Shares (or a Lost Certificate Affidavit), together with a properly completed and duly executed
Letter of Transmittal and (ii) such other documents as may be reasonably requested by the Exchange Agent or PubCo. Until so surrendered,
each Catcha Certificate shall represent after the Merger Effective Time for all purposes only the right to receive such portion of the
Merger Consideration attributable to the Catcha Ordinary Shares specified in such Catcha Certificate and the corresponding entries on
Catcha’s register of members as in effect immediately prior to the Merger Effective Time. Notwithstanding any other provision of this
Section 1.8, any obligation on PubCo under this Agreement to issue shares of PubCo Common Stock to Catcha Shareholders entitled
to shares of PubCo Common Stock shall be satisfied by PubCo issuing such shares of PubCo Common Stock to The Depository Trust Company
(the “DTC”) or to such other clearing service or issuer of depositary receipts (or their nominees, in either
case) as may be necessary or expedient, and each Catcha Shareholder shall hold such shares of PubCo Common Stock in book-entry form or
through a holding of depositary receipts and the DTC or its nominee or the relevant clearing service or issuer of depositary receipts
(or their nominees, as the case may be), will be the holder of record of such shares of PubCo Common Stock.
(c) If
any portion of the Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered Catcha
Certificate is issued immediately prior to the Merger Effective Time, it shall be a condition to such delivery that (i) the transfer of
such Catcha Ordinary Shares shall have been permitted in accordance with the terms of Catcha’s Organizational Documents and any
shareholders’ agreement with respect to Catcha, each as in effect immediately prior to the Merger Effective Time, (ii) such Catcha
Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and, (iii) the recipient of such portion of the
Merger Consideration, or the Person in whose name such portion of the Merger Consideration is delivered or issued, shall have already
executed and delivered, if applicable, counterparts to a Lock-Up Agreement (as defined below), and such other Merger Transmittal Documents
as are reasonably deemed necessary by the Exchange Agent or PubCo and (iv) the Person requesting such delivery shall pay to the Exchange
Agent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of the applicable
Catcha Ordinary Shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
(d) Notwithstanding
anything to the contrary contained herein, in the event that any Catcha Certificate shall have been lost, stolen or destroyed, in lieu
of delivery of a Catcha Certificate to the Exchange Agent, the Catcha Shareholder may instead deliver to the Exchange Agent an affidavit
of lost certificate and indemnity of loss in form and substance reasonably acceptable to PubCo (a “Lost Certificate Affidavit”),
which at the reasonable discretion of PubCo may include a requirement that the owner of such lost, stolen or destroyed Catcha Certificate
deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against PubCo or the Surviving
Entity with respect to the Catcha Certificates alleged to have been lost, stolen or destroyed. Any Lost Certificate Affidavit properly
delivered in accordance with this Section 1.8(d) shall be treated as a Catcha Certificate for all purposes of this Agreement.
(e) After
the Merger Effective Time, there shall be no further registration of transfers of Catcha Ordinary Shares. If, after the Merger Effective
Time, Catcha Certificates are presented to the Surviving Entity or the Exchange Agent, they shall be cancelled and exchanged for the applicable
portion of the Merger Consideration provided for, and in accordance with the procedures set forth in this Section 1.8. No dividends
or other distributions declared or made after the date of this Agreement with respect to PubCo Common Stock with a record date after the
Merger Effective Time will be paid to the holders of any Catcha Certificates that have not yet been surrendered with respect to PubCo
Common Stock to be issued upon surrender thereof until the holders of record of such Catcha Certificates shall surrender such certificates
(or provide a Lost Certificate Affidavit), if applicable, and provide the other Merger Transmittal Documents. Subject to applicable Law,
following surrender of any such Catcha Certificates (or delivery of a Lost Certificate Affidavit), if applicable, and delivery of the
other Merger Transmittal Documents, PubCo shall promptly deliver to the record holders thereof, without interest, the certificates representing
PubCo Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the
Merger Effective Time theretofore paid with respect to such PubCo Common Stock.
(f) All
securities issued in exchange of Catcha Ordinary Shares and the surrender of Catcha Certificates in accordance with the terms hereof shall
be deemed to have been issued in full satisfaction of all rights pertaining to such Catcha Ordinary Shares. Any portion of the Merger
Consideration made available to the Exchange Agent pursuant to Section 1.8(a) that remains unclaimed by Catcha Shareholders two
(2) years after the Merger Effective Time shall be returned to PubCo, upon demand, and any such Catcha Shareholder who has not claimed
its applicable portion of the Merger Consideration in accordance with this Section 1.8 prior to that time shall thereafter look
only to PubCo for such portion of the Merger Consideration without any interest thereon (but with any dividends paid with respect thereto).
Notwithstanding the foregoing, none of the Surviving Entity or any Party shall be liable to any Person for any amount properly paid to
a public official pursuant to any applicable abandoned property, escheat or similar law.
(g) Notwithstanding
anything to the contrary contained herein, no fraction of a share of PubCo Common Stock will be issued by virtue of the Merger or the
transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of PubCo Common Stock (after
aggregating all fractional shares of PubCo Common Stock that otherwise would be received by such holder) shall instead have the number
of shares of PubCo Common Stock issued to such Person rounded down in the aggregate to the nearest whole share of PubCo Common Stock.
1.9 Taking
of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable
to carry out the transactions contemplated by this Agreement and to vest the Surviving Entity with full right, title and possession to
all assets, property, rights, privileges, powers and franchises of Merger Sub and Catcha, the officers and directors of the Merger Sub
and Catcha are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and
necessary action, so long as such action is not inconsistent with this Agreement, its Organizational Documents or any applicable Law.
1.10 Appraisal
and Dissenter’s Rights.
(a) Notwithstanding
any provision of this Agreement to the contrary and in accordance with the Cayman Act, Catcha Ordinary Shares that are outstanding immediately
prior to the Merger Effective Time and that are held by Catcha Shareholders who shall have validly exercised properly in writing their
dissenters’ rights for such Catcha Ordinary Shares in accordance with Section 238 of the Cayman Act and otherwise complied with
all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting
Catcha Shares”) and the holders of such Dissenting Catcha Shares (the “Dissenting Catcha Shareholders”)
shall not be converted into, and such Dissenting Catcha Shareholders shall have no right to receive, the applicable portion of the Merger
Consideration unless and until such Dissenting Catcha Shareholder fails to perfect or withdraws or otherwise loses his, her or its dissenters’
rights under the Cayman Act. Each Dissenting Catcha Share shall no longer be outstanding and shall automatically be cancelled by virtue
of the Merger and each former holder of Dissenting Catcha Shares shall thereafter cease to have any rights with respect to such securities,
except the right to be paid the fair value of such Dissenting Catcha Shares and such other rights as are granted by the Cayman Act. Notwithstanding
the foregoing, the Catcha Ordinary Shares owned by any Catcha Shareholder who fails to perfect or who effectively withdraws or otherwise
loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting Catcha Shares and shall thereupon
be deemed to have been converted into, and to have become exchanged for, as of the Merger Effective Time, the right to receive the applicable
portion of the Merger Consideration, without any interest thereon. Prior to the Closing, Catcha shall give Company prompt notice of any
demands for dissenters’ rights received by Catcha and any withdrawals of such demands and Catcha shall have complete control over
all negotiations and proceedings with respect to such dissenters’ rights (including the ability to make any payment with respect
to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any
such demands or approve any withdrawal of any such dissenter rights or demands).If any Catcha Shareholder gives to Catcha, before the
vote on the Merger, written objection to the Merger in accordance with Section 238(2) of the Cayman Act, Catcha shall, in accordance with
Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the Merger to each such Catcha Shareholder who
has made a written objection.
1.11 PubCo
Redemption. On the Merger Effective Date after the Merger Effective Time, PubCo shall effect the PubCo Redemption.
1.12 Catcha
Tax Election. Catcha shall effect the Catcha Tax Election by filing an IRS Form 8832 to be classified as an entity disregarded as
separate from PubCo, for U.S. federal income tax purposes, to be effective as of the first day following the Merger Effective Date.
1.13 PubCo
Redomiciliation. On and effective as of the Exchange Effective Date, PubCo shall effect the PubCo Redomiciliation.
Article
II
EXchange
2.1 Exchange.
On the Exchange Effective Date (and in any case following the PubCo Redemption, the Catcha Reorganization, and the PubCo Redomiciliation),
upon completion of the procedures set forth in Section 2.3 below by the Company Shareholders, PubCo and the Company Board, as applicable,
the Company Stock shall be transferred to PubCo, and in exchange PubCo shall issue and cause the Exchange Agent to deliver to each Company
Shareholder entitled to receive and who has delivered the Exchange Transmittal Documents (as defined below) such Company Shareholder’s
Pro Rata Share of the number of PubCo Common Stock equal to the Transaction Value divided by the Per Share Price, in each case rounded
down to the nearest whole share (the “Exchange Consideration”).
2.2 Exchange
Effective Time; Effects of the Exchange.
(a) The
Exchange shall be consummated by the surrendering of Company Stock in accordance with Section 2.3(b)(i) and with applicable Law
(the time of such surrender being the “Exchange Effective Time”).
(b) At
and after the Exchange Effective Time, (i) each Company Shareholder, upon receiving its Pro Rata Share of the Exchange Consideration,
shall become shareholders of PubCo and shall cease to have any other rights in and to the Company, and (ii) the Company shall continue
as a wholly owned Subsidiary of PubCo.
(c) At
the Exchange Effective Time, PubCo’s Organizational Documents, as in effect immediately prior to the Exchange Effective Time, shall
have been amended and restated to read in their entirety substantially in the form of the amended and restated memorandum and articles
of association of PubCo attached hereto as Exhibit D (the “PubCo A&R Charter”), and, as so amended
and restated, the PubCo A&R Charter shall be the memorandum and articles of association of PubCo until thereafter amended in accordance
with the terms thereof and applicable Law.
2.3 Surrender
of Company Stock and Disbursement of the Exchange Consideration.
(a) Prior
to the Exchange Effective Time, PubCo shall engage the Exchange Agent for the purpose of acting as an intermediary in the exchange of
the Company Stock. At or prior to the Exchange Effective Time, PubCo shall deposit, or cause to be deposited, with the Exchange Agent
the Exchange Consideration. At or prior to the Exchange Effective Time, PubCo shall send, or shall cause the Exchange Agent to send, to
each Company Shareholder, a letter of transmittal for use in such exchange (a “Exchange Transmittal Letter”).
(b) Each
Company Shareholder shall be entitled to receive its Pro Rata Share of the Exchange Consideration in respect of the Company Stock, as
soon as reasonably practicable after the Exchange Effective Time, but subject to the delivery of the following items prior thereto (collectively,
the “Exchange Transmittal Documents”):
(i) By
each Company Shareholder to the Exchange Agent and the Company Board, a properly completed and duly executed Exchange Transmittal Letter
setting forth that its Company Stock is being transferred to PubCo in exchange for such portion of the Exchange Consideration attributable
to its Company Stock, in accordance with the terms and conditions of this Agreement and, as applicable, the Support and Exchange Agreement;
(ii) By
PubCo, a notification to the Company Board of its purchase of the Company Stock covered by the completed and duly executed Exchange Transmittal
Letter received by the Exchange Agent (“Acquisition Notification”); and
(iii) By
the Company Board, subject to receipt of an Acquisition Notification, to PubCo (x) a copy of duly signed minutes from a meeting of the
Company Board approving the transfer of the Company Stock covered by the Acquisition Notification, (y) a copy of the Company’s shareholders’
register showing that PubCo has been registered as the owner of the Company Stock covered by the Acquisition Notification and (z) a confirmation
that PubCo has been registered as the owner of the in the shareholders’ register of the Company.
(c) If
any portion of the Exchange Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered
Company Stock is registered immediately prior to the Exchange Effective Time in the Company’s shareholders’ register, it shall be a condition
to such delivery that (i) the transfer of such Company Stock shall have been permitted in accordance with the terms of the Company’s
Organizational Documents and any shareholders agreement with respect to Company, each as in effect immediately prior to the Exchange Effective
Time, (ii) the registered holder of such Company Stock shall have consented to and approved the delivery or issuance of such part the
Exchange Consideration to such Person and, (iii) the recipient of such portion of the Exchange Consideration, or the Person in whose name
such portion of the Exchange Consideration is delivered or issued, shall have already executed and delivered, if the applicable, counterparts
to a Lock-Up Agreement (as defined below), and (iv) the Person requesting such delivery shall pay to the Exchange Agent any transfer or
other Taxes required as a result of such delivery to a Person other than the registered holder of such Company Stock or establish to the
satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
(d) After
the Exchange Effective Time, there shall be no further registration of transfers of Company Stock. If, after the Exchange Effective Time,
any valid Exchange Transmittal Letters are presented to PubCo or the Exchange Agent, the relevant Company Stock shall be transferred to
PubCo and exchanged for the applicable portion of the Exchange Consideration provided for, and in accordance with the procedures set forth
in this Section 2.3. No dividends or other distributions declared or made after the date of this Agreement with respect to PubCo
Common Stock with a record date after the Exchange Effective Time will be paid to the holders of any Company Stock that have not yet been
surrendered with respect to PubCo Common Stock to be issued upon surrender thereof until the holders of record of such Company Stock shall
surrender such Company Stock, if applicable. Subject to applicable Law, following surrender of any such Company Stock in accordance with
the procedures set forth in this Section 2.3, PubCo shall promptly deliver to the record holders thereof, without interest, the
certificates representing PubCo Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with
a record date after the Exchange Effective Time theretofore paid with respect to such PubCo Common Stock.
(e) All
PubCo Common Stock issued upon the surrender of Company Stock in accordance with the terms hereof shall be deemed to have been issued
in full satisfaction of all rights pertaining to such Company Stock. Any portion of the Exchange Consideration made available to the Exchange
Agent pursuant to Section 2.3(a) that remains unclaimed by Company Shareholders two (2) years after the Exchange Effective Time
shall be returned to PubCo, upon demand, and any such Company Shareholder who has not exchanged its Company Stock for the applicable portion
of the Exchange Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to PubCo for payment
of the portion of the Exchange Consideration in respect of such shares of Company Stock without any interest thereon (but with any dividends
paid with respect thereto). Notwithstanding the foregoing, none of the Parties shall be liable to any Person for any amount properly paid
to a public official pursuant to any applicable abandoned property, escheat or similar law.
(f) Notwithstanding
anything to the contrary contained herein, no fraction of a share of PubCo Common Stock will be issued by virtue of the Exchange or the
transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of PubCo Common Stock (after
aggregating all fractional shares of PubCo Common Stock that otherwise would be received by such holder) shall instead have the number
of shares of PubCo Common Stock issued to such Person rounded down in the aggregate to the nearest whole share of PubCo Common Stock.
2.4 Taking
of Necessary Action; Further Action. If, at any time after the Exchange Effective Time, any further action is necessary or desirable
to carry out the purposes of this Agreement, the officers and directors of the Company and PubCo are fully authorized in the name of their
respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent
with this Agreement.
Article
III
EARNOUT
3.1 Earnout.
During the period between the Closing Date and the seven-year (7-year) anniversary of the Closing Date, subject to the terms and conditions
set forth in this Agreement, the Persons who are Company Shareholders immediately prior to the Exchange Effective Time and who have participated
in the Exchange (“Exchanging Shareholders”) shall have the contingent right to receive in aggregate such number
of shares of PubCo Common Stock equivalent to ten percent (10%) of the issued and outstanding equity interests of PubCo Common Stock as
of the Closing (the “Earnout Shares”) (as adjusted to take into account any stock split, reverse stock-split,
stock dividend or similar events effected with respect to PubCo Common Stock), and each Exchanging Shareholder’s Pro Rata Share
of the Earnout Shares will vest upon achievement of certain share prices and milestones as follows:
(a) One-fourth
(1/4th) of such Exchanging Shareholder’s Pro Rata Share of the Earnout Shares shall vest upon the volume weighted average
price (“VWAP”) of PubCo Common Stock exceeding, for at least twenty (20) Trading Days during any consecutive
thirty (30) Trading Day period, $12.00;
(b) One-fourth
(1/4th) of such Exchanging Shareholder’s Pro Rata Share of the Earnout Shares shall vest upon the VWAP of PubCo Common Stock exceeding,
for at least twenty (20) Trading Days during any consecutive 30 Trading Day period, $14.00;
(c) One-fourth
(1/4th) of such Exchanging Shareholder’s Pro Rata Share of the Earnout Shares shall vest upon the VWAP of PubCo Common Stock exceeding,
for at least twenty (20) Trading Days during any consecutive thirty (30) Trading Day period, $16.00; and
(d) One-fourth
(1/4th) of such Exchanging Shareholder’s Pro Rata Share of the Earnout Shares shall vest upon the VWAP of PubCo Common
Stock exceeding, for at least twenty (20) Trading Days during any consecutive thirty (30) Trading Day period, $18.00.
Article
IV
CLOSING
4.1 Closing.
Subject to the satisfaction or waiver of the conditions set forth in Article IX, the consummation of the transactions contemplated
by this Agreement (the “Closing”) shall take place at such place (including remotely) and time to be agreed
upon by the Company and Catcha, on the Exchange Effective Date but following the Exchange Effective Time (such time, the “Closing
Date”).
Article
V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the
disclosure schedules delivered by the Company to Catcha on the date hereof (the “Company Disclosure Schedules”),
the section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby
represents and warrants to Catcha, as of the date hereof and as of the Closing, as follows:
5.1 Organization
and Standing. The Company is a corporation (Aksjeselskap) duly incorporated, validly existing and in good standing under Norwegian
law and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being
conducted. Each Subsidiary of the Company is a corporation or other entity duly formed, validly existing and in good standing under the
Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted and as proposed to be conducted. Schedule 5.1 lists all jurisdictions in which
any Target Company is qualified to conduct business and all names other than its legal name under which any Target Company does business.
The Company has provided to Catcha accurate and complete copies of its Organizational Documents and the Organizational Documents of each
of its Subsidiaries, each as amended to date and as currently in effect. A correct and complete list of the directors and officers of
each Target Company is set forth on Schedule 5.1. Except as set forth in Schedule 5.1, no Person has any right to designate
any director or officer of any Target Company. No Target Company is in violation of any provision of its Organizational Documents.
5.2 Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary
Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby, subject to obtaining the Company Shareholders’ Approval. The execution and delivery
of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions
contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with
the Company’s Organizational Documents, applicable Law or any Contract to which the Company or any of Company Shareholders is a
party or by which it or its securities are bound and (b) other than the Company Shareholders’ Approval, no other corporate proceedings
on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which
it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Document to which the
Company is or is required to be a party, when delivered, duly and validly executed and delivered by the Company and assuming the due authorization,
execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when
delivered will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium
laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject, as to enforceability,
to general principles of equity (collectively, the “Enforceability Exceptions”). The Company’s board of
directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement, the Business Combination,
the Exchange and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries
and its Shareholders, (ii) approved this Agreement, the Business Combination, and the Exchange and the other transactions contemplated
by this Agreement in accordance with applicable Law, (iii) directed that this Agreement be submitted to the Company Shareholders for adoption
and (iv) resolved to recommend that the Company Shareholders adopt this Agreement.
5.3 Capitalization.
(a) The
Company’s share capital is NOK 578,634.31 divided into 57,863,431 shares, each with a nominal value of NOK 0.01. Besides the foregoing
and except as set forth on Schedule 5.3(a), there are no other series or class of Company Stock (including preferred stock), or other
warrants, options or rights entitling any other Person to Company Stock. Prior to giving effect to the transactions contemplated by this
Agreement, all of the issued and outstanding Company Stock and other equity interests of the Company are set forth on Schedule 5.3(a),
along with the record owners thereof, all of which shares and other equity interests are owned free and clear of any Liens other than
those imposed under the Company Charter. All of the outstanding shares and other equity interests of the Company have been duly authorized,
are fully paid and non-assessable and not in violation of any purchase option, right of first refusal or first offer, preemptive right,
subscription right or any similar right under any provision of applicable Law, the Company’s Organizational Documents or any Contract
to which the Company is a party or by which it or its securities are bound. The Company holds no shares or other equity interests of the
Company in its treasury. None of the outstanding shares or other equity interests of the Company were issued in violation of any applicable
securities Laws.
(b) Other
than as set forth on Schedule 5.3(b), there are no Company Convertible Securities, or preemptive rights or rights of first refusal
or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the
Company, any of its Shareholders is a party or bound relating to any equity securities of the Company, whether or not outstanding. There
are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth
on Schedule 5.3(b), there are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with
respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there
are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities
of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities.
All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As
a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no
rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered
(whether as to vesting, exercisability, convertibility or otherwise).
(c) Except
as disclosed in the Company Financials, since its formation, the Company has not declared or paid any distribution or dividend in respect
of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of
directors of the Company has not authorized any of the foregoing.
5.4 Subsidiaries.
Schedule 5.4 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary of the Company (a) its
jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), (c) the number of issued and outstanding
shares or other equity interests and the record holders and beneficial owners thereof, (d) its Tax classification for U.S. federal income
and other applicable Tax laws, if any, and (e) any limitation on the ability of the Company to exercise voting control of its Subsidiary,
if any. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid
and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and are owned
by the Company free and clear of all Liens. There are no Contracts to which the Company or any of its Affiliates is a party or bound with
respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational
Documents of any such Subsidiary, and consummating the transactions contemplated by this Agreement will not result in a change in control
or otherwise give rights to any equity holder in any Company’s Subsidiary. There are no outstanding or authorized options, warrants,
rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party, or which are
binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company.
The Company owns all of the outstanding equity securities of its Subsidiaries directly free and clear of all Liens. There is no outstanding
equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of
the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to
its equity holders or repay any debt owed to another Target Company. Except for the equity interests of the Company’s Subsidiaries
listed on Schedule 5.4, no Target Company owns or has the right to acquire, directly or indirectly, any equity interests of, or
otherwise Control, any Person. Except as set forth on Schedule 5.4, neither the Company nor its Subsidiaries is a participant in
any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of the Company or its Subsidiaries
to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
5.5 Governmental
Approvals; Consent. Except as otherwise described in Schedule 5.5, no Consent of or with any Governmental Authority or any
other notice, approval, consent, waiver or authorization from any Governmental Authority on the part of any Target Company is required
to be obtained or made, nor are any novation agreements required to be entered into with any Governmental Authority relating to any material
government contract or otherwise, in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary
Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than such filings as are expressly
contemplated by this Agreement.
5.6 Non-Contravention.
Except as otherwise described in Schedule 5.6, the execution and delivery by the Company (or any other Target Company, as applicable)
of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party or otherwise bound, and the
consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with any of
the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents,
(b) conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its properties or assets, or (c) (i)
violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any
obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets
of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person
or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery
schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any
of the terms, conditions or provisions of any Company Material Contract.
5.7 Financial
Statements.
(a) As
used herein, the term “Company Financials” means the (i) audited consolidated financial statements of the Target
Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies
as of December 31, 2022 and December 31, 2021, and the related consolidated audited income statements, changes in shareholder equity and
statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with IFRS and PCAOB
standards and (ii) unaudited financial statements, consisting of the consolidated balance sheet of the Target Companies as of June 30,
2023 (the “Interim Balance Sheet Date”) and the related consolidated income statement, changes in shareholder
equity and statement of cash flows for the six (6) months then ended. The Company Financials, when delivered by the Company in accordance
with Section 8.4(a), will (i) accurately reflect the books and records of the Target Companies as of the times and for the periods
referred to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except
that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments
which will not be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the rules
and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial position of the Target
Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for
the periods indicated in accordance with IFRS. No Target Company has ever been subject to the reporting requirements of Sections 13(a)
and 15(d) of the Exchange Act.
(b) Each
Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting
controls that provide reasonable assurance that the following is done in accordance with IFRS: (i) such Target Company does not maintain
any off-the-book accounts and that such Target Company’s assets are used only in accordance with such Target Company’s management
directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit
preparation of the financial statements of such Target Company and to maintain accountability for such Target Company’s assets,
and (iv) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented
to effect the collection of accounts, notes and other receivables on a current and timely basis. All the financial books and records of
the Target Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with
past practice and in accordance with applicable Laws. No Target Company has been subject to or involved in any material fraud that involves
management or other employees who have a significant role in the internal controls over financial reporting of any Target Company. No
Target Company or any of its Representatives has ever received any written complaint, allegation, assertion or claim regarding the accounting
or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls, including any material
written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.
(c) The
Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 5.7(c), which schedule sets forth
the amounts (including principal and any accrued but unpaid interest or other obligations) and maturity date with respect to such Indebtedness.
Except as disclosed on Schedule 5.7(c), no Indebtedness of any Target Company contains any restriction upon (i) the prepayment
of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to
grant any Lien on their respective properties or assets.
(d) Except
as set forth on Schedule 5.7(d), no Target Company is subject to any Liabilities or obligations (whether or not required to be
reflected on a balance sheet prepared in accordance with IFRS), including any off-balance sheet obligations, except for those that are
either (i) adequately reflected or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as
of the Interim Balance Sheet Date contained in the Company Financials in accordance with IFRS or (ii) not material and that were incurred
after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice (other than Liabilities for breach
of any Contract or violation of any Law).
(e) All
financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to PubCo or its Representatives
were prepared in good faith using assumptions that the Company believes to be reasonable.
(f) All
accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts
Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent
valid obligations to a Target Company arising from its business. To the Knowledge of the Company, none of the Accounts Receivable are
subject to any right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in
excess of any amounts reserved therefore on the Company Financials. All of the Accounts Receivable are, to the Knowledge of the Company,
fully collectible according to their terms in amounts not less than the aggregate amounts thereof carried on the books of the Target Companies
(net of reserves) within one hundred and twenty (120) days.
(g) The
Company maintains a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(h) Since
January 1, 2020, none of the members of the Company’s management or board of directors has been made aware in writing of (i) any
fraud that involves the Company’s management who have a role in the preparation of financial statements or the internal accounting
controls utilized by the Company or (ii) any allegation, assertion or claim that the Company has engaged in any material questionable
accounting or auditing practices which violate applicable Law. Since January 1, 2020, no attorney representing the Company, whether or
not employed by the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar material
violation by the Company to the Company Board or any committee thereof or to any director or officer of the Company.
5.8 Absence
of Certain Changes. Except as set forth on Schedule 5.8, since the Interim Balance Sheet Date, each Target Company has (a)
conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse
Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 8.2 (without
giving effect to Schedule 8.2(b)) if such action were taken on or after the date hereof without the consent of Catcha.
5.9 Compliance
with Laws. Except as set forth on Schedule 5.9, no Target Company is or has been in material conflict or material non-compliance
with, or in material default or violation of, nor has any Target Company received, since January 1, 2020, any written or, to the Knowledge
of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws
by which it or any of its properties, assets, officers or directors, employees or consultants, business or operations are or were bound
or affected.
5.10 Company
Permits. Except as described on Schedule 5.10, each of the Target Companies and KGLNG (including their employees who are legally
required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment) holds
all Permits necessary to lawfully conduct in all material respects its business as presently conducted and as currently contemplated to
be conducted, and to own, lease and operate its businesses, assets, properties and perform its obligations with respect to any Project
(collectively, the “Company Permits”). The Company has made available to Catcha true, correct and complete copies
of all Company Permits, all of which Company Permits are listed on Schedule 5.10. All of the Company Permits are in full force
and effect. There are no Actions pending or, to the knowledge of the Company, threatened that would result in the revocation, cancellation,
limitation, restriction or termination of, or the imposition of any material fine, material penalty or other material sanction for violation
of any legal or regulatory requirements relating to, any Company Permit. Each of the Target Companies and KGLNG is in compliance with
all Company Permits applicable to it. None of the Target Companies or KGLNG is in violation in any material respect of the terms of any
Company Permit, and none of the Target Companies or KGLNG has received any written or, to the Knowledge of the Company, oral notice of
any Actions relating to the non-compliance, revocation, modification, cancellation or termination of any Company Permit. To the knowledge
of the Company, none of the Company Permits upon its termination or expiration in the ordinary due course will not be renewed or reissued
in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions.
5.11 Litigation.
Except as described on Schedule 5.11, there is no (a) Action of any nature currently pending or, to the Knowledge of the Company,
threatened, nor is there any reasonable basis for any Action to be made (and no such Action has been brought or, to the Company’s
Knowledge, threatened in the past three (3) years); or (b) Order now pending or outstanding or that was rendered by a Governmental Authority
in the past three (3) years, in either case of (a) or (b) by, against or otherwise involving any Target Company, its current or former
directors, officers or securities holders (provided, that any litigation involving the directors, officers or securities holders of a
Target Company must be related to the Target Company’s business, securities or assets), its business, securities or assets. Except
as described on Schedule 5.11, the items listed on Schedule 5.11, if finally determined adversely to the Target Companies,
will not have a Material Adverse Effect upon any Target Company. In the past three (3) years, none of the current or former officers,
senior management or directors of any Target Company have been charged with, indicted for, arrested for, or convicted of any felony or
any crime or been assessed any administrative fines following an investigation by a Governmental Authority.
5.12 Material
Contracts.
(a) Schedule
5.12(a) sets forth a true, correct and complete list of, and the Company has made available to Catcha true, correct and complete copies
of, each Contract to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound
or affected (each Contract required to be set forth on Schedule 5.12(a), a “Company Material Contract”)
that:
(i) contains
covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic
area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer
non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire
an interest in any other Person;
(ii) involves
any joint venture, strategic partnership, profit-sharing, partnership, limited liability company or other similar agreement or arrangement
relating to the formation, creation, operation, management or control of any partnership or joint venture;
(iii) involves
any agreement relating to the supply of products or services to, the purchase of products or service for, or the performance of services
by or to any Target Company, in each instance, which are material to the business and operations of the Company and Target Companies,
taken as a whole;
(iv) involves
any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative
financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,
whether tangible or intangible, including currencies, interest rates, foreign currency and indices;
(v)
under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee)
Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit to any
Person (other than intercompany loans and advances and customer payment terms in the ordinary course of business), in each case in the
foregoing clauses (A) through (C), in an amount in excess of $100,000 of committed credit;
(vi) involves
the acquisition or disposition, directly or indirectly (by merger or otherwise), completed or ongoing, of any business, division, properties,
securities, interests, or assets with an aggregate value in excess of $100,000;
(vii) relates
to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity
or its business or material assets or the sale of any Target Company, its business or material assets;
(viii) by
its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract
or Contracts of at least $100,000 per year or $250,000 in the aggregate (including, but not limited to, engineering, procurement and construction
contracts, development, operation and maintenance agreements and other similar agreements);
(ix) is
with any Top Customer or Top Supplier;
(x) obligates
the Target Company to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess
of $100,000;
(xi) is
between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements with
employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and
indemnification agreements, or any Related Person (as defined below);
(xii) obligates
the Target Company to make any capital commitment or expenditure or expected to generate revenue for the Target Company in excess of $100,000
(including pursuant to any joint venture);
(xiii) relates
to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has
outstanding obligations (other than customary confidentiality obligations);
(xiv) with
any Governmental Authority;
(xv) between
any Target Company, on the one hand, and any of the Company Shareholders, on the other hand;
(xvi) provides
another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;
(xvii) relates
to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company;
(xviii) that
grants to any Person a right of first refusal, first offer, call option right, put option right, drag along right, pre-emptive right,
participation right, tag along right or similar preferential right to purchase or acquire equity interests in, or assets owned or otherwise
used by, any Target Company;
(xix) establishes
any joint venture, profit-sharing, partnership, limited liability company, strategic alliance or other similar agreement (including any
stockholders’ agreement), arrangement or collaboration, in each case, that is material to the business of any Target Company;
(xx) that
will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed
pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; or
(xxi) is
otherwise material to any Target Company and not described in clauses 5.12(a)(i) through 5.12(a)(xxi).
(b) Except
as disclosed in Schedule 5.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is valid and
binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of the Company, each other party
thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions);
(ii) the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement will not affect
the validity or enforceability of any Company Material Contract, violate any provision of any Company Material Contract or require the
Consent of any other party to any Company Material Contract; (iii) no Target Company is in breach or default, and no event has occurred
that with the passage of time or giving of notice or both would constitute a breach or default by any Target Company, or permit termination
or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other
party to such Company Material Contract is in breach or default, and no event has occurred that with the passage of time or giving of
notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any Target
Company, under such Company Material Contract; (v) no Target Company has received any written or, to the Knowledge of the Company, oral
notice or claim of breach of or default under any Company Material Contract; (vi) no Target Company has received written or, to the Knowledge
of the Company, oral notice of an intention by any party to any such Company Material Contract to terminate or not renew such Company
Material Contract or amend the terms thereof (other than modifications in the ordinary course of business); and (vii) no Target Company
has waived any rights under any such Company Material Contract.
(c) None
of the Target Companies (i) has received any notice of any Action challenging the award of any Projects to any Target Company or (ii)
has been required to materially reduce the contracted capacity for, or otherwise cancel, terminate, amend or modify any of the contracts
in connection with, any of the Projects. “Project” means any LNG terminal projects that any Target Company has
been contracted or otherwise obligated to finance, develop or operate in any capacity, details of which are set forth in Schedule 5.24.
5.13 Intellectual
Property.
(a) Schedule
5.13(a)(i) sets forth: (i) all U.S. and foreign registered Patents, Trademarks, Copyrights and Internet Assets and applications owned
or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant
or assignee (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item,
including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application
for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates; and (ii) all material
unregistered Trademarks and Software owned or purported to be owned by a Target Company. Schedule 5.13(a)(ii) sets forth all Intellectual
Property licenses, sublicenses and other agreements or permissions (“Company IP Licenses”) (other than “shrink
wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially
available on reasonable terms to the public generally (collectively, “Off-the-Shelf Software”), which are not
required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target
Company is a licensee or otherwise is authorized to use or practice any Intellectual Property. Each Target Company owns, free and clear
of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license,
transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, except for the Intellectual
Property that is the subject of the Company IP Licenses. No item of Company Registered IP that consists of a pending Patent application
fails to identify all pertinent inventors, and for each Patent and Patent application in the Company Registered IP, the Target Companies
have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 5.13(a), all Company Registered
IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise
account to any third party with respect to such Company Registered IP, and such Target Company has recorded assignments of all Company
Registered IP.
(b) Each
Target Company has a written license to use all Intellectual Property that is the subject of the Company IP Licenses applicable to such
Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary to operate
the Target Companies as presently conducted. Each Target Company has performed all material obligations imposed on it in the Company IP
Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company, is any other party
thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default
thereunder. The continued use by the Target Companies of the Intellectual Property that is the subject of the Company IP Licenses in the
same manner that it is currently being used is not restricted by any applicable license of any Target Company. All registrations for Copyrights,
Patents, Trademarks and Internet Assets that are owned by any Target Company are valid, in force and in good standing with all required
fees and maintenance fees having been paid with no Actions pending, and all applications to register any Copyrights, Patents and Trademarks
are pending and in good standing, all without challenge of any kind. No Target Company is party to any Contract that requires a Target
Company to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.
(c) Schedule
5.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the licensor (each,
an “Outbound IP License”). Each Target Company has performed all material obligations imposed on it in the Outbound
IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder,
nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder.
(d) No
Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,
ownership, or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property currently owned, licensed,
used or held for use by the Target Companies, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action.
No Target Company has received any written or, to the Knowledge of the Company, oral notice or claim asserting or suggesting that any
infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be
occurring or has or may have occurred, as a consequence of the business activities of any Target Company, nor to the Knowledge of the
Company is there a reasonable basis therefor. There are no Orders to which any Target Company is a party or its otherwise bound that (i)
restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned by a Target Company, (ii)
restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual Property, or (iii)
other than the Outbound IP Licenses, grant any third Person any right with respect to any Intellectual Property owned by a Target Company.
To the knowledge of the Company, no Target Company is currently infringing, or has, in the past, infringed, misappropriated or violated
any Intellectual Property of any other Person in any material respect in connection with the ownership, use or license of any Intellectual
Property owned or purported to be owned by a Target Company or, to the Knowledge of the Company, otherwise in connection with the conduct
of the respective businesses of the Target Companies. To the Company’s Knowledge, no third party is currently, or in the past five
(5) years has been, infringing upon, misappropriating or otherwise violating any Intellectual Property owned, licensed by, licensed to,
or otherwise used or held for use by any Target Company (“Company IP”) in any material respect.
(e) Except
as set forth in Schedule 5.13(e), all officers, directors, employees and independent contractors of a Target Company (and each
of their respective Affiliates) have transferred to a Target Company, via operation of law, or have assigned to the Target Companies all
Intellectual Property arising from the services performed for a Target Company by such Persons and all such assignments of Company Registered
IP have been recorded. Except as set forth in Schedule 5.13(e), no current or former officers, employees or independent contractors
of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. To the Knowledge of the
Company, there has been no violation of a Target Company’s policies or practices related to protection of Company IP or any confidentiality
or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. The Company has made available to Catcha true
and complete copies of all written Contracts referenced in subsections under which employees and independent contractors assigned their
Intellectual Property to a Target Company. To the Company’s Knowledge, none of the employees of any Target Company is obligated
under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote
the interests of the Target Companies, or that would materially conflict with the business of any Target Company as presently conducted
or contemplated to be conducted. Each Target Company has taken reasonable security measures in its industry to protect the secrecy, confidentiality
and value of the material Company IP.
(f) To
the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data (including personally identifiable
information) in the possession of a Target Company, nor has there been any other material compromise of the security, confidentiality
or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper use
or disclosure of, or a breach in the security of, any such information or data has been received by a Target Company. Each Target Company
has complied in all material respects with all applicable Laws and Contract requirements relating to privacy, personal data protection,
and the collection, processing and use of personal information and its own privacy policies and guidelines. The operation of the business
of the Target Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition
or trade practices under applicable Law.
(g) Except
as set forth in Schedule 5.13(g), the consummation of any of the transactions contemplated by this Agreement will not result in
the material breach, material modification, cancellation, termination, suspension of, or acceleration of any payments with respect to,
or release of source code because of (i) any Contract providing for the license or other use of Intellectual Property owned by a Target
Company, or (ii) any Company IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through
its Subsidiaries, all of the Target Companies’ rights under such Contracts or Company IP Licenses to the same extent that the Target
Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any
additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise be required
to pay in the absence of such transactions.
(h) All
Target Company IT Systems are in good working condition and are sufficient for the operation of the Target Companies’ business as
currently conducted and as proposed to be conducted. In the past three (3) years, there has been no malfunction, failure, continued substandard
performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Target Company IT Systems
that has resulted or is reasonably likely to result in disruption or damage to the business of any of the Target Companies. The Target
Companies have taken all commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the
Target Company IT Systems, including implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support
arrangements.
5.14 Taxes
and Returns.
(a) Each
Target Company has timely filed, or caused to be timely filed, all Tax Returns required to be filed by it (taking into account all available
extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld,
or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, regardless of whether shown on a Tax
Return. Each Target Company has complied with all applicable Laws relating to Tax.
(b) There
is no Action currently pending or threatened in writing against a Target Company by a Governmental Authority in a jurisdiction where the
Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
(c) No
Target Company is being audited by any Governmental Authority or has been notified in writing or, to the Knowledge of the Company, orally
by any Governmental Authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations,
investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing
of any proposed Tax claims or assessments against it.
(d) There
are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.
(e) Each
Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been
paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.
(f) No
Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There
are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any
Taxes shown to be due on any Tax Return.
(g) No
Target Company has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an
agreement with, any Governmental Authority that would reasonably be expected to have a material impact on its Taxes following the Closing.
(h) No
Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in
U.S. Treasury Regulation Section 1.6011-4.
(i) No
Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that are not
adequately reflected in the Company Financials (i) under any applicable Tax law, (ii) as a transferee or successor, or (iii) by contract,
indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is
not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation
agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business
the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement
or other agreement relating to Taxes with any Governmental Authority) that will be binding on any Target Company with respect to any period
following the Closing Date.
(j) No
Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement
or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.
(k) No
Target Company has within the last two (2) years distributed stock of another person, or had its stock distributed by another person,
in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.
(l) The
Company is, and has been since its formation, treated as a foreign corporation for U.S. federal income tax purposes.
(m) No
Target Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income
for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a
taxable period or portion thereof ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar
provision of state, local or non-U.S. income Tax law), (ii) “closing agreement” as described in Section 7121 of the Code (or
any corresponding or similar provision of U.S. state or local or non-U.S. income Tax law) executed on or prior to the Closing Date, (iii)
installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received or deferred revenue
accrued on or prior to the Closing Date, (v) intercompany transaction or excess loss account described in Treasury Regulations under Section
1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) in existence on or prior to the
Closing Date, (vi) any use of an improper method of accounting use for any tax period or portion thereof ending or ended on or prior to
the Closing Date, or (vii) income arising or accruing prior to the Closing and includable after the Closing under Subchapter K, Section
951, 951A or 956 of the Code. Each Target Company is not and shall not be required to include any amount in income or pay any installment
of any “net tax liability” or other Tax pursuant to Section 965 of the Code. No Target Company has deferred the payment of
any payroll Taxes under any applicable Laws the due date for the original payment of which was at or prior to the Closing Date to a date
after the Closing Date.
(n) No
Target Company has taken or agreed to take any action not contemplated by this Agreement or any Ancillary Document that would reasonably
be expected to prevent the Business Combination from qualifying for the Intended Tax Treatment. To the Knowledge of the Company, no facts
or circumstances exist that would reasonably be expected to prevent the Business Combination from qualifying for the Intended Tax Treatment.
5.15 Real
Property. Schedule 5.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise used
or occupied by a Target Company for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements
and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the
“Company Real Property Leases”). The Company has provided to Catcha a true and complete copy of each of the
Company Real Property Leases. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are
in full force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time
or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party
under any of the Company Real Property Leases, and no Target Company has received notice of any such condition. No Target Company owns
or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company Real Property
Leases).
5.16 Personal
Property. Each item of Personal Property which is currently owned, used or leased by a Target Company with a book value or fair market
value of greater than One Hundred Thousand Dollars ($100,000) is set forth on Schedule 5.16, along with, to the extent applicable,
a list of lease agreements, lease guarantees, security agreements and other agreements related thereto, including all amendments, terminations
and modifications thereof or waivers thereto (“Company Personal Property Leases”). Except as set forth in Schedule
5.16, all such items of Personal Property are in good operating condition and repair (reasonable wear and tear excepted consistent
with the age of such items), and are suitable for their intended use in the business of the Target Companies. The operation of each Target
Company’s business as it is now conducted or presently proposed to be conducted is not dependent upon the right to use the Personal
Property of Persons other than a Target Company, except for such Personal Property that is owned, leased or licensed by or otherwise contracted
to a Target Company. The Company has provided to PubCo a true and complete copy of each of the Company Personal Property Leases, and in
the case of any oral Company Personal Property Lease, a written summary of the material terms of such Company Personal Property Lease.
The Company Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect.
To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or
occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company
Personal Property Leases, and no Target Company has received notice of any such condition.
5.17 Title
to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use,
all of its assets (whether tangible or intangible), free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors
under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the
Company Financials and (d) Liens set forth on Schedule 5.17. The assets (including Intellectual Property rights and contractual
rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of
the Target Companies as it is now conducted.
5.18 Employee
Matters.
(a) Except
as set forth in Schedule 5.18(a), no Target Company is a party to any collective bargaining agreement or other Contract covering
any group of employees, labor organization or other representative of any of the employees of any Target Company, and the Company has
no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. Schedule 5.18(a)
sets forth all unresolved labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are
pending or, to the Knowledge of the Company, threatened between any Target Company and Persons employed by or providing services as independent
contractors to a Target Company in the past three (3) years. No current officer or employee of a Target Company has provided any Target
Company written or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target
Company or go on leave of absence.
(b) Except
as set forth in Schedule 5.18(b), each Target Company (i) is and has been in compliance in all material respects with all applicable
Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other
Laws relating labor relations, classification and payment of employees and independent contractors, hours of work, payment of wages and
overtime wages, pay equity, workers compensation, working conditions, employee scheduling, occupational safety and health, family and
medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is
any pending Action involving unfair labor practices against a Target Company, and (ii) is not liable for any material payment to
any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees,
independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with
past practice) for the past three (3) years. There are no Actions pending or, to the Knowledge of the Company, threatened against a Target
Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or
former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract
of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with
the employment relationship.
(c) Schedule
5.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies showing for
each as of such date (i) the employee’s name, job title or description, employer, location, base compensation level (including any
bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the
discretion of the Target Companies)), (ii) any bonus, commission or other remuneration other than base compensation paid during the fiscal
year ended December 31, 2022, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during
or for the fiscal year ending December 31, 2023. Except as set forth on Schedule 5.18(c), (A) no employee is a party to a written
employment Contract with a Target Company and each is employed “at will”, and (B) the Target Companies have paid in full to
all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime compensation,
and no Target Company has any obligation or Liability (whether or not contingent) with respect to severance payments to any such employees
under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade
or practice. Except as set forth in Schedule 5.18(c), each Target Company employee has entered into the Company’s standard
form of employee non-disclosure, inventions and restrictive covenants agreement with a Target Company (whether pursuant to a separate
agreement or incorporated as part of such employee’s overall employment agreement) to Catcha by the Company.
(d) Schedule
5.18(d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company, along with
the position, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration
and amount thereof, for each such Person. Except as set forth on Schedule 5.18(d), all of such independent contractors are a party
to a written Contract with a Target Company. Except as set forth on Schedule 5.18(d), each such independent contractor has entered
into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s
agreement with a Target Company, a copy of which has been provided to PubCo by the Company. For the purposes of applicable Law, all independent
contractors who are currently, or within the last three (3) years have been, engaged by a Target Company are bona fide independent contractors
and not employees of a Target Company. Each independent contractor is terminable on fewer than thirty (30) days’ notice, without
any obligation of any Target Company to pay severance or a termination fee.
5.19 Benefit
Plans.
(a) Set
forth on Schedule 5.19(a) is a true and complete list of each material Company Benefit Plan of a Target Company. With respect to
each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and
there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance
with IFRS on the Company Financials. No Target Company is or has in the past been a member of a “controlled group” for purposes
of Section 414(b), (c), (m) or (o) of the Code, nor does any Target Company have any Liability with respect to any collectively bargained
for plans, whether or not subject to the provisions of ERISA. No statement, either written or oral, has been made by any Target Company
to any Person with regard to any Company Benefit Plan that was not in accordance with the Company Benefit Plan in any material respect.
(b) Each
Company Benefit Plan is and has been operated at all times in compliance with all applicable Laws in all material respects, including
ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of
the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion
letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt
from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable IRS determination of qualification
and/or exemption within the period permitted by applicable Law. No fact exists which could reasonably be expected to adversely affect
the qualified status of such Company Benefit Plans or the exempt status of such trusts.
(c) With
respect to each Company Benefit Plan which covers any current or former (to the extent a Target Company maintains a payment obligation
under such Company Benefit Plan) officer, director, consultant or employee (or beneficiary thereof) of a Target Company, the Company has
provided to PubCo accurate and complete copies, if applicable, of: (i) all current Company Benefit Plan texts and agreements and related
trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all current summary plan
descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including
all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination
testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and
(viii) all material non-routine communications with any Governmental Authority.
(d) With
respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance
with its terms, the Code and ERISA; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Company’s
Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction,
as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory
or administration exemption; and (v) all contributions and premiums due through the Closing Date have been made in all material respects
as required under ERISA or have been fully accrued in all material respects on the Company Financials.
(e) No
Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan”
(as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise
subject to Title IV of ERISA or Section 412 of the Code, and no Target Company has incurred any Liability or otherwise could have any
Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability
to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to any Target Company immediately after the
Closing Date. No Target Company currently maintains or has ever maintained, or is required currently or has ever been required to contribute
to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined
in Section 501(c)(9) of the Code.
(f) There
is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that by operation
of Sections 280G or 162(m) of the Code would not be deductible by the Target Companies and no arrangement exists pursuant to which a Target
Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a
payment to such person.
(g) With
respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides
medical or death benefits with respect to current or former employees of a Target Company beyond their termination of employment (other
than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums
under any such plan. Each Target Company has complied with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code.
(h) Except
as set forth in Schedule 5.19(h), the consummation of the transactions contemplated by this Agreement and the Ancillary Documents
will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the
time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy
a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment”
within the meaning of Section 280G of the Code. No Target Company has incurred any Liability for any Tax imposed under Chapter 43 of the
Code or civil liability under Section 502(i) or (l) of ERISA.
(i) Except
to the extent required by Section 4980B of the Code or similar state Law, no Target Company provides health or welfare benefits to any
former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement
or other termination of employment or service.
(j) All
Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any material Liability to the
Surviving Entity or PubCo or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes
or any other charges or liabilities.
(k) Except
as set forth in Schedule 5.19(k), all options or other equity-based awards issued or granted by the Company are in material compliance
with a Section 409A. Each Company Benefit Plan subject to Code Section 409A has been administered in material compliance, and is in material
documentary compliance, with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance
issued thereunder. No Target Company has any obligation to any employee or other service provider with respect to any Company Benefit
Plan that may be subject to any Tax under Section 409A of the Code. No payment to be made under any Company Benefit Plan is, or to the
Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There is no Contract or plan to which any
Target Company is a party or by which it is bound to compensate any employee, consultant or director for penalty taxes paid pursuant to
Section 409A of the Code.
5.20 Environmental
Matters. Except as set forth in Schedule 5.20:
(a) Each
Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining
in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental Laws
(“Environmental Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke,
modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently
exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures
to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.
(b) No
Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any (i)
Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed,
contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.
(c) No
Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target
Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or
may have any material Liability under any Environmental Law.
(d) There
is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the Company’s
Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s Knowledge, threatened
that could lead to the imposition of any Liens under any Environmental Law or Environmental Liabilities.
(e) The
Company has provided to Catcha all environmentally related site assessments, audits, studies, reports, analysis and results of investigations
that have been performed in respect of the currently or previously owned, leased, or operated properties of any Target Company and any
Project.
5.21 Transactions
with Related Persons. Except as set forth on Schedule 5.21, no Target Company nor any of its Affiliates, nor any officer, director,
or beneficial owner of 5% or more of the equity interests of a Target Company, manager, employee, trustee or beneficiary of a Target Company
or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate
of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has
been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of
services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal
Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company
to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target
Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person
has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect
interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic
interest of a publicly traded company). Except as set forth on Schedule 5.21, no Target Company has outstanding any Contract or
other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right,
tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. The assets of the Target
Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not
include any payable or other obligation or commitment to any Related Person.
5.22 Insurance.
(a) Schedule
5.22(a) lists all insurance policies (except insurance policies underlying any Company Benefit Plan) held by a Target Company relating
to a Target Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to Catcha.
All premiums due and payable under all such insurance policies have been timely paid and the Target Companies are otherwise in material
compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid, binding, enforceable and in full
force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following
the Closing. To the Knowledge of the Company, there is no threatened termination of, or material premium increase with respect to, any
Target Companies’ insurance policies. No Target Company has any self-insurance or co-insurance programs. In the past three (3) years,
no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or
any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or
non-renewal of a policy.
(b) Schedule
5.22(b) identifies each individual insurance claim in excess of $100,000 (except claims under any Company Benefit Plan) made by a
Target Company in the past three (3) years. Each Target Company has reported to its insurers all claims and pending circumstances that
would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to
be material to the Target Companies. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists,
that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any
such insurance claim. No Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.
5.23 Books
and Records. All of the financial books and records of the Target Companies are complete and accurate in all material respects and
have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.
5.24 Top
Customers and Suppliers; Projects. Schedule 5.24 lists, by dollar volume received or paid, as applicable, for each of (i) (a)
the twenty four (24) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date,
the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest suppliers of
goods or services to the Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes;
and (ii) the Projects, including name of the relevant business partners (the “Project Partners”). The relationships
of each Target Company with such suppliers, customers and business partners are good commercial working relationships and (i) no Top Supplier,
Top Customer and Project Partners within the last six (6) months has materially modified (in a negative way), cancelled or otherwise terminated,
or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships
of such Person with a Target Company, (ii) no Top Supplier, Top Customer or Project Partner has during the last six (6) months decreased
materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its
material relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target Company
or its usage or purchase of the products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier, Top
Customer or Project Partner intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target
Company, (iv) no Target Company has within the past (2) years been engaged in any material dispute with any Top Supplier, Top Customer
and Project Partner, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and
the Ancillary Documents will not adversely affect the relationship of any Target Company with any Top Supplier, Top Customer or Project
Partner.
5.25 Certain
Business Practices.
(a) No
Target Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign
Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law or (iii) made any other unlawful payment. No
Target Company, nor any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to give
any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or
may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction.
(b) The
operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any Governmental Authority, and no Action involving a Target Company with respect to any of the foregoing is pending or,
to the Knowledge of the Company, threatened.
(c) No
Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting
on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person, organization or entity
list currently subject to any U.S. sanctions administered by OFAC, identified by the Consolidated Screening List of the U.S. International
Trade Administration (“ITA”) or identified on the Denied Persons List, the Entity List, Unverified List, or
the Military End User List of the U.S. Department of Commerce Bureau of Industry and Security (“BIS”) and no
Target Company has in the last five (5) fiscal years, directly or indirectly, used any funds, or loaned, contributed or otherwise made
available such funds to any Subsidiary, joint venture partner, agent, or other Person, in connection with any sales or operations in Cuba,
Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC, BIS, ITA, the U.S. Department of Treasury or U.S. Department of Justice
or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of any U.S. sanctions, Law
or regulation.
(d) Each
Target Company and of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on
behalf of a Target Company, their Affiliates, and their respective Representative and distributors in their capacity as such, have complied
in all material respects at all times and are in compliance in all respects with all applicable export trade control Laws, including but
not limited to (i) each of the Target Companies and Affiliates (A) who or which has not directly or indirectly, exported, re-exported,
sold, disclosed or otherwise transferred to (including transfers to foreign nationals located in the United States) any goods, equipment,
materials, software, technology, technical data or services in violation of such trade control Laws; and (B) has not unlawfully engaged
in any other transactions or disclosures, with any person with whom U.S. persons are prohibited from dealing under U.S trade Laws; (ii)
there is no charge, proceeding or, to the Knowledge of the Company, investigation by any Governmental Authority with respect to a violation
of any applicable trade compliance Laws that is now pending or, to the Knowledge of the Company, has been asserted or threatened with
respect to the Company or its Affiliates; and (iii) the Company or Affiliates have not made, nor need to make a voluntary self-disclosure
with respect to a possible violation of any trade compliance Laws to any Governmental Authority.
5.26 Investment
Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each
case within the meaning of the Investment Company Act of 1940, as amended.
5.27 Finders
and Brokers. Except as set forth in Schedule 5.27, no Target Company has incurred or will incur any Liability for any brokerage,
finder’s or other fee or commission in connection with the transactions contemplated hereby.
5.28 Insolvency.
No Target Company is insolvent or unable to pay its Indebtedness, including its future and prospective Indebtedness incurred in the ordinary
course, or is in liquidation under the law of the jurisdiction in which it is incorporated or other applicable Laws. No petition has been
presented, application made, proceedings commenced, resolution passed or meeting convened for the termination, liquidation, bankruptcy
or dissolution of any Target Company nor any process been commenced whereby the business of any Target Company is terminated and the assets
of any Target Company are distributed amongst the creditors or shareholders or other contributories of the Target Company or whereby the
affairs, business or assets of any Target Company are managed by a person appointed for the purpose by a court, governmental agency or
similar body or by any creditor or the Target itself, nor has any such order or relief been granted or appointment made, and there are
no cases or proceedings under any applicable Laws with respect to insolvency, reorganization, or related matters in any jurisdiction concerning
any Target Company, and to the Knowledge of the Company, no events have occurred which, under the law of the jurisdiction in which it
is incorporated or other applicable Laws, would justify any such cases or proceedings. No liquidator, trustee, supervisor, nominee, custodian
or similar official and no liquidation committee or similar body have been appointed in respect of the whole or any part of the business
or assets of any Target Company nor has any step been taken for or with a view to the appointment of such a person or body nor has any
event taken place or is likely to take place as a consequence of which such an appointment might be made. No ruling declaring the insolvency
of any Target Company has been made and no public announcement in respect of the same has been pronounced by a court of the jurisdiction
in which it is incorporated.
5.29 Registration
Statement. The information supplied by the Company in writing specifically for inclusion in the Registration Statement shall not,
at (a) the time the Registration Statement is declared effective, (b) the time the Registration Statement (or any amendment thereof or
supplement thereto) is first mailed to (i) the Catcha Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the Catcha
Shareholders’ Meeting (as defined below) and (ii) the Company Shareholders’ Meeting (as defined below), contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.
5.30 Investigation.
Notwithstanding anything contained in this Agreement, Catcha has made its own investigation of the Company and neither the Company nor
any of its shareholders, partners, members and Representatives, including its Affiliates, is making any representation or warranty whatsoever,
express or implied, beyond those expressly given by the Company in Article V.
5.31 Disclosure.
No representations or warranties by the Company in this Agreement (as modified by the Company Disclosure Schedules) or the Ancillary Documents,
(a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read in conjunction with
all of the information contained in this Agreement, the Company Disclosure Schedules and the Ancillary Documents, any fact necessary to
make the statements or facts contained therein not materially misleading.
Article
VI
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB
Except as otherwise explicitly
contemplated by this Agreement and the disclosure schedules delivered by PubCo to Catcha and the Company on the date hereof, the section
numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, PubCo and Merger Sub (each in
respect of itself only) represent and warrant to Catcha and the Company, as of the date hereof and as of the Closing, as follows:
6.1 Organization
and Standing. Each of PubCo and Merger Sub is a company duly incorporated, validly existing and in good standing under the Laws of
its jurisdiction of incorporation. PubCo and Merger Sub were incorporated with the express purposes of completing the transactions contemplated
herein and have not conducted any other business (other than as contemplated by this Agreement) since their incorporation. PubCo and Merger
Sub have all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being
conducted. PubCo and Merger Sub are each duly qualified or licensed and in good standing to do business in each jurisdiction in which
the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or
licensing necessary. PubCo and Merger Sub have heretofore made available to Catcha and the Company accurate and complete copies of PubCo’s
and Merger Sub’s Organizational Documents, as currently in effect. Neither PubCo nor Merger Sub are in violation of any provision
of their applicable Organizational Documents in any material respect.
6.2 Authorization;
Binding Agreement. Each of PubCo and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement
and each Ancillary Document to which they are a party, to perform their obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which they are a party and
the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of
PubCo and Merger Sub, no other corporate proceedings, other than as set forth elsewhere in this Agreement, are necessary to authorize
the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated
hereby and thereby. This Agreement has been, and each Ancillary Document to which PubCo and/or Merger Sub is a party shall be when delivered,
duly and validly executed and delivered by PubCo and/or Merger Sub (as applicable) and, assuming the due authorization, execution and
delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall
constitute, the valid and binding obligation of PubCo and/or Merger Sub (as applicable), enforceable against PubCo and/or Merger Sub (as
applicable) in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.
6.3 Governmental
Approvals. Except as otherwise described in Schedule 6.3, no Consent of or with any Governmental Authority, on the part of
PubCo and/or Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by PubCo and/or Merger
Sub of this Agreement and each Ancillary Document to which they are a party or the consummation by PubCo and/or Merger Sub of the transactions
contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement, (c) any filings required by the Jersey
Financial Services Commission, NYSE or the SEC with respect to the transactions contemplated by this Agreement and (d) applicable requirements,
if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations
thereunder.
6.4 Non-Contravention.
Except as otherwise described in Schedule 6.4, the execution and delivery by PubCo and Merger Sub of this Agreement and each Ancillary
Document to which they are a party, the consummation by PubCo and Merger Sub of the transactions contemplated hereby and thereby, and
compliance by PubCo and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision
of PubCo’s or Merger Sub’s Organizational Documents, (b) conflict with or violate any Law, Order or Consent applicable to
PubCo and Merger Sub or any of their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute
a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination,
withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by PubCo or Merger Sub under, (v) result
in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii)
result in the creation of any Lien upon any of the properties or assets of PubCo or Merger Sub under, (viii) give rise to any obligation
to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise
any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate
or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any contract of PubCo or
Merger Sub.
6.5 Capitalization.
(a) PubCo
is authorized to issue an unlimited number of PubCo Common Stock. The issued PubCo Common Stock as of the date of this Agreement are set
forth on Schedule 6.5(a). All of the issued PubCo Common Stock is capable of being validly issued, fully paid and non-assessable
and not subject to or will be issued in violation of any purchase option, right of first refusal, preemptive right, subscription right
or any similar right under any provision of the Companies (Jersey) Law 1991, PubCo’s Organizational Documents or any Contract to
which PubCo is a party. None of the PubCo Common Stock has been issued in violation of any applicable securities Laws. Prior to giving
effect to the transactions contemplated by this Agreement (including the KGLNG Transaction and the GBTron Transaction), other than Merger
Sub, PubCo does not have any Subsidiaries or own any equity interests in any other Person.
(b) Prior
to giving effect to the Merger, Merger Sub is authorized to issue 50,000 Merger Sub Ordinary Shares, of which one (1) Merger Sub Ordinary
Share is issued and outstanding, and which is owned by PubCo. There are no (i) outstanding options, warrants, puts, calls, convertible
securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are
convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts
or commitments of any character (other than those contemplated by or expressly provided for in this Agreement and the Ancillary Documents),
(A) relating to the issued or outstanding unissued shares of Merger Sub or (B) obligating Merger Sub to issue, transfer, deliver or sell
or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable
for such shares, or (C) obligating Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right,
agreement, arrangement or commitment for such capital shares. There are no outstanding obligations of Merger Sub to repurchase, redeem
or otherwise acquire any shares of Merger Sub or to provide funds to make any investment (in the form of a loan, capital contribution
or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings to which Merger
Sub is a party with respect to the voting of any shares of Merger Sub.
(c) Except
as set forth in Schedule 6.5(a) and as otherwise provided in this Agreement there are no (i) outstanding options, warrants, puts,
calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting
rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements,
arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued
or unissued shares of PubCo or Merger Sub (B) obligating PubCo or Merger Sub to issue, transfer, deliver or sell or cause to be issued,
transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C)
obligating PubCo or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement,
arrangement or commitment for such capital shares. Except as otherwise provided in this Agreement, there are no outstanding obligations
of PubCo or Merger Sub to repurchase, redeem or otherwise acquire any shares of PubCo or Merger Sub or to provide funds to make any investment
(in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in Schedule 6.5(c), there are no
shareholders agreements, voting trusts or other agreements or understandings to which PubCo or Merger Sub is a party with respect to the
voting of any shares of PubCo or Merger Sub.
(d) All
Indebtedness of PubCo and Merger Sub as of the date of this Agreement is disclosed on Schedule 6.5(d). No Indebtedness of PubCo
or Merger Sub contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by PubCo
or Merger Sub; or (iii) the ability of PubCo or Merger Sub to grant any Lien on its properties or assets.
(e) Since
their formation, and except as contemplated by this Agreement, neither PubCo nor Merger Sub has declared or paid any distribution or dividend
in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and PubCo’s and Merger Sub’s
board of directors have not authorized any of the foregoing.
6.6 PubCo
Activities. Other than in connection with the transactions contemplated by this Agreement (including the KGLNG Transaction
and the GBTRON Transaction), since its formation, PubCo has not engaged in any business activities other than as contemplated by this
Agreement, does not own directly or indirectly any ownership, equity, profits or voting interest in any Person (other than its shareholding
in Merger Sub) and has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to
which it is a party and, other than this Agreement and the Ancillary Documents to which it is a party, PubCo is not party to or bound
by any Contract.
6.7 Merger
Sub Activities. Since its incorporation, Merger Sub has not engaged in any business activities other than as contemplated by this
Agreement, does not own directly or indirectly any ownership, equity, profits or voting interest in any Person and has no assets or Liabilities
except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and, other than this Agreement,
the registered office services agreement entered into between Merger Sub and Ogier Global (Cayman) Limited on or about the date of this
Agreement, and the Ancillary Documents to which it is a party, Merger Sub is not party to or bound by any Contract.
6.8 Ownership
of Merger Consideration. All shares of PubCo Common Stock to be issued and delivered to the Catcha Shareholders and Company Shareholders
as Merger Consideration and Exchange Consideration in accordance with Articles I and II shall be, upon issuance and delivery
of such PubCo Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable
securities Laws, any applicable Registration Rights Agreement, and the issuance and sale of such PubCo Common Stock pursuant to this Agreement
will not be subject to or give rise to any preemptive rights or rights of first refusal.
6.9 Registration
Statement. The information supplied by PubCo and Merger Sub in writing specifically for inclusion in the Registration Statement shall
not, at (a) the time the Registration Statement is declared effective, (b) the time the Registration Statement (or any amendment thereof
or supplement thereto) is first mailed to (i) the Catcha Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the Catcha
Shareholders’ Meeting (as defined below) and (ii) the Company Shareholders’ Meeting (as defined below), contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.
6.10 Finders
and Brokers. Neither PubCo nor Merger Sub has incurred or will incur any Liability for any brokerage, finder’s or other fee
or commission in connection with the transactions contemplated hereby.
Article
VII
REPRESENTATIONS AND WARRANTIES OF CATCHA
Except as set forth in (a)
the SEC Reports (as defined below) filed or submitted on or prior to the date hereof (excluding any disclosures in any risk factors section
that do not constitute statements of fact or factual matters, disclosures in any forward-looking statements disclaimer and other disclosures
that are generally cautionary, predictive or forward-looking in nature), (b) as otherwise explicitly contemplated by this Agreement and
(c) the disclosure schedules delivered by Catcha to the Company on the date hereof (the “Catcha Disclosure Schedules”),
the section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, Catcha represents
and warrants to the Company, as of the date hereof and as of the Closing, as follows:
7.1 Organization
and Standing. Catcha is an exempted company limited by shares, duly incorporated, validly existing and in good standing under the
Laws of the Cayman Islands being its jurisdiction of incorporation. Catcha has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted. Catcha is duly qualified or licensed and in good standing
to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business
conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing
would not reasonably be expected to have a Material Adverse Effect on Catcha. Catcha has heretofore made available to the Company accurate
and complete copies of Catcha’s Organizational Documents, as currently in effect. Catcha is not in violation of any provision of
its Organizational Documents in any material respect.
7.2 Governmental
Approvals. Except as otherwise described in Schedule 7.2 of the Catcha Disclosure Schedules, no Consent of or with any Governmental
Authority, on the part of Catcha is required to be obtained or made in connection with the execution, delivery or performance by Catcha
of this Agreement and each Ancillary Document to which it is a party or the consummation by Catcha of the transactions contemplated hereby
and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any filings required with
NYSE American or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the
Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder,
and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to
have a Material Adverse Effect on Catcha.
7.3 Non-Contravention.
Except as otherwise described in Schedule 7.3 of the of the Catcha Disclosure Schedules, the execution and delivery by Catcha of
this Agreement and each Ancillary Document to which it is a party, the consummation by Catcha of the transactions contemplated hereby
and thereby, and compliance by Catcha with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision
of Catcha’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section
6.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having
been satisfied, conflict with or violate any Law, Order or Consent applicable to Catcha or any of its properties or assets, or (c) (i)
violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by Catcha under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation
to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of Catcha
under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person
the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the
maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions
or provisions of, any material contract of Catcha, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would
not reasonably be expected to have a Material Adverse Effect on Catcha.
7.4 Capitalization.
(a) Catcha
is authorized to issue (i) 500,000,000 Catcha Class A Ordinary Shares, (ii) 50,000,000 Catcha Class B Ordinary Shares, and (iii) 5,000,000
preference shares of a par value of US$0.0001 each. The number and class or series of the issued and outstanding Catcha Securities as
of the date of this Agreement are set forth on Schedule 7.4(a) of the Catcha Disclosure Schedules. All outstanding Catcha Securities
are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option,
right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Catcha’s
Organizational Documents or any Contract to which Catcha is a party. None of the outstanding Catcha Securities have been issued in violation
of any applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, Catcha does not have any
Subsidiaries or own any equity interests in any other Person.
(b) Except
as set forth in Schedule 7.4(b) of the Catcha Disclosure Schedules, there are no (i) outstanding options, warrants, puts, calls,
convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights
or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements,
Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued
shares of Catcha or (B) obligating Catcha to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased
any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating Catcha to grant, extend or enter
into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other
than the Catcha Share Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Catcha to repurchase,
redeem or otherwise acquire any shares of Catcha or to provide funds to make any investment (in the form of a loan, capital contribution
or otherwise) in any Person. Except as set forth in Schedule 7.5(b)) of the Catcha Disclosure Schedules, there are no shareholders
agreements, voting trusts or other agreements or understandings to which Catcha is a party with respect to the voting of any shares of
Catcha.
(c) Except
as set forth in Schedule 7.4(c) of the Catcha Disclosure Schedules, as of the date hereof, Catcha does not have any obligations
with respect to or under any Indebtedness.
7.5 SEC
Filings and Catcha Financials.
(a) Except
as set forth in Schedule 7.5 of the Catcha Disclosure Schedules, Catcha, since the IPO, has filed all forms, reports, schedules,
statements, registration statements, prospectuses and other documents required to be filed or furnished by Catcha prior to the date of
this Agreement with the SEC under the Securities Act and/or the Exchange Act (collectively, and together with any exhibits and schedules
thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing,
the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of
any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act
applicable to such SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of
this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. Except as disclosed in Schedule 7.5 of the Catcha Disclosure Schedules,
as of the date of this Agreement, (A) the Catcha Class A Ordinary Shares are listed on NYSE American, (B) Catcha has not received any
written deficiency notice from NYSE American relating to the continued listing requirements of the Catcha Class A Ordinary Shares, (C)
there are no Actions pending or, to the Knowledge of Catcha, threatened against Catcha by the Financial Industry Regulatory Authority
with respect to any intention by such entity to suspend, prohibit or terminate the quoting of the Catcha Class A Ordinary Shares on NYSE
American and (D) Catcha is in compliance with all of the applicable corporate governance rules of NYSE American.
(b) The
financial statements and notes of Catcha contained or incorporated by reference in the SEC Reports (the “Catcha Financials”),
fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and
cash flows of Catcha at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i)
GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable
(except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly
financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).
(c) Except
as and to the extent reflected or reserved against in Catcha Financials, Catcha has not incurred any Liabilities or obligations of the
type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided
for in Catcha Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that
have been incurred since December 31, 2022 (the “Catcha Accounts Date”) in the ordinary course of business.
7.6 Absence
of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 7.6 of the Catcha Disclosure Schedules,
Catcha has, since the Catcha Accounts Date (a) to the Knowledge of Catcha, operated its business in the ordinary course and (b) not been
subject to a Material Adverse Effect.
7.7 Compliance
with Laws. Catcha is, and has since its incorporation been, in compliance with all Laws applicable to it and the conduct of its business
except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on Catcha, and Catcha has not received
written notice alleging any violation of applicable Law in any material respect by Catcha.
7.8 Actions;
Orders; Permits. There is no pending or, to the Knowledge of Catcha, threatened material Action to which Catcha is subject which would
reasonably be expected to have a Material Adverse Effect on Catcha. There is no material Action that Catcha has pending against any other
Person. Catcha is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Catcha holds all
material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties,
all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect
would not reasonably be expected to have a Material Adverse Effect on Catcha.
7.9 Taxes
and Returns. Catcha has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such
Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or
withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in Catcha Financials
have been established in accordance with GAAP. There are no audits, examinations, investigations or other proceedings pending against
Catcha in respect of any Tax, and Catcha has not been notified in writing of any proposed Tax claims or assessments against Catcha (other
than, in each case, claims or assessments for which adequate reserves in Catcha Financials have been established in accordance with GAAP
or are immaterial in amount). There are no Liens with respect to any Taxes upon any of Catcha’s assets, other than Permitted Liens.
Catcha has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There
are no outstanding requests by Catcha for any extension of time within which to file any Tax Return or within which to pay any Taxes shown
to be due on any Tax Return.
7.10 Employees
and Employee Benefit Plans. Catcha does not maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.
7.11 Properties.
Catcha does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Catcha does not own
or lease any material real property or material Personal Property.
7.12 Transactions
with Affiliates. Except as set forth in Schedule 7.12 of the Catcha Disclosure Schedules, Catcha has not engaged in any transaction
with (a) any of its director, officer or employee or Affiliate or (b) record or beneficial owner of more than five percent (5%) of its
outstanding shares that would be required to be disclosed in the Registration Statement.
7.13 Investment
Company Act. Catcha is not an “investment company” or a Person directly or indirectly “controlled” by or acting
on behalf of an “investment company”, or required to register as an “investment company”, in each case within
the meaning of the Investment Company Act of 1940, as amended.
7.14 Finders
and Brokers. Except as set forth on Schedule 7.14 of the Catcha Disclosure Schedules, no broker, finder or investment banker
is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based
upon arrangements made by or on behalf of Catcha or any of its Affiliates.
7.15 Independent
Investigation. Catcha has conducted its own independent investigation, review and analysis of the business, results of operations,
prospects, condition (financial or otherwise) or assets of the Target Companies and acknowledges that it has been provided adequate access
to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies for such purpose.
Catcha acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated
hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in this
Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered to Catcha pursuant to
this Agreement, and the information provided by or on behalf of the Company for the Registration Statement; and (b) none of the Company
nor its respective Representatives have made any representation or warranty as to the Target Companies, or this Agreement, except as expressly
set forth in this Agreement (including the related portions of the Company Disclosure Schedules) or in any certificate delivered to Catcha
pursuant hereto, or with respect to the information provided by or on behalf of the Company for the Registration Statement.
Article
VIII
COVENANTS
8.1 Access
and Information.
(a) During
the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section
10.1 or the Closing (the “Interim Period”), subject to Section 8.14, the Company shall give, and
shall cause its Representatives to give, Catcha, at reasonable times during normal business hours and upon reasonable intervals and notice,
reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and
records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts
and director service agreements), of or pertaining to the Target Companies, as Catcha may reasonably request regarding the Target Companies
and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects
(including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of
each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable
securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such
accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with Catcha in its investigation;
provided, however, that Catcha shall conduct any such activities in such a manner as not to unreasonably interfere with the business
or operations of the Target Companies. No information or knowledge obtained by Catcha in any investigation conducted pursuant to the access
contemplated by this Section 8.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in
this Agreement or otherwise impair the rights and remedies available to Catcha hereunder.
(b) During
the Interim Period, subject to Section 8.14, Catcha shall give, and shall cause its Representatives to give, the Company and its
Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices
and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating
data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements),
of or pertaining to Catcha, as the Company or its Representatives may reasonably request regarding Catcha and its businesses, assets,
Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial
statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other
document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent
public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause
each of Catcha’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided,
however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere
with the business or operations of Catcha. No information or knowledge obtained by the Company in any investigation conducted pursuant
to the access contemplated by this Section 8.1 shall affect or be deemed to modify any representation or warranty of Catcha set
forth in this Agreement or otherwise impair the rights and remedies available to the Company hereunder.
8.2 Conduct
of Business of the Company.
(a) Unless
Catcha shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period,
except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 8.2, the Company shall,
and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business
consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and
employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects,
their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and
consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.
(b) Without
limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents
as set forth on Schedule 8.2, during the Interim Period, without the prior written consent of Catcha (such consent not to be unreasonably
withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:
(i) amend,
waive or otherwise change, in any respect, its Organizational Documents;
(ii) authorize
for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities
or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities,
including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class
and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) split,
combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay
or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity
interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv) incur,
create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 individually
or $250,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees
in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $100,000
individually or $250,000 in the aggregate;
(v) increase
the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, and
in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property
or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend
or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each
case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business
consistent with past practice;
(vi) make
or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable;
(vii) transfer
or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered
IP, IP licensed by the Company or other Company IP (excluding non-exclusive licenses of Company IP to Target Company customers in the
ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement
any Trade Secrets;
(viii) terminate,
or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material
Contract, in any case outside of the ordinary course of business consistent with past practice;
(ix) fail
to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(x) establish
any Subsidiary or enter into any new line of business;
(xi) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage
with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently
in effect;
(xii) revalue
any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to
comply with IFRS and after consulting with the Company’s outside auditors;
(xiii) waive,
release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation
relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises
that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a
Target Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy
any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;
(xiv) close
or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;
(xv) acquire,
including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business consistent with past practice;
(xvi) make
capital expenditures in excess of $100,000 (individually for any project (or set of related projects)) or $250,000 in the aggregate;
(xvii) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(xviii) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000
in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;
(xix) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose
of any material portion of its properties, assets or rights;
(xx) enter
into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;
(xxi) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority
to be obtained in connection with this Agreement;
(xxii) accelerate
the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course
of business consistent with past practice;
(xxiii) enter
into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other
than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with
past practice);
(xxiv) maintain
the existing relations and goodwill of the Target Companies with customers, suppliers, distributors and creditors of the Target Companies
and use commercially reasonable efforts to maintain all insurance policies of the Target Companies or equivalent substitutes therefor;
or
(xxv) authorize
or agree to do any of the foregoing actions.
(c) Notwithstanding
the foregoing, Catcha hereby consents to the Company engaging in, executing any Private Placement Agreements and closing any Private Placements
in accordance with the terms of this Agreement, and waives any violations of the restrictions set forth in Sections 8.2(a) and
Section 8.2(b) above related thereto.
8.3 Conduct
of Business of Catcha.
(a) Unless
the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim
Period, except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 8.3, Catcha shall,
(i) conduct business, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all
Laws applicable to Catcha in all material respects, and (iii) take all commercially reasonable measures necessary or appropriate to preserve
intact, in all material respects, their respective business organizations, to keep available the services of their respective managers,
directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets,
all as consistent with past practice.
(b) Without
limiting the generality of Section 8.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents
(including as contemplated by any Private Placement) or as set forth on Schedule 8.3, during the Interim Period, without the prior
written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Catcha shall not:
(i) amend,
waive or otherwise change, in any respect, its Organizational Documents;
(ii) authorize
for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities
or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities,
including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and
any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) split,
combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay
or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares
or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv) incur,
create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 individually
or $250,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability
or obligation of any Person (provided, that this Section 8.3(b)(iv) shall not prevent Catcha from borrowing funds necessary to
finance its ordinary course administrative costs and expenses incurred in connection with the consummation of the Business Combination
and the other transactions contemplated by this Agreement, up to aggregate additional Indebtedness during the Interim Period of $5,000,000);
(v) make
or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable Law;
(vi) amend,
waive or otherwise change the Trust Agreement in any manner materially adverse to Catcha;
(vii) terminate,
waive or assign any material right under any material contract of Catcha;
(viii) fail
to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(ix) establish
any Subsidiary or enter into any new line of business;
(x) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage
with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently
in effect;
(xi) revalue
any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to
comply with GAAP and after consulting Catcha’s outside auditors;
(xii) waive,
release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation
relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises
that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Catcha)
not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations,
unless such amount has been reserved in Catcha Financials;
(xiii) acquire,
including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business;
(xiv) make
capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 in the aggregate (excluding
for the avoidance of doubt, incurring any Expenses);
(xv) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization
(other than with respect to the Business Combination);
(xvi) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000
in the aggregate (excluding the incurrence of any Expenses) other than pursuant to the terms of a Contract in existence as of the date
of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.3 during
the Interim Period;
(xvii) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose
of any material portion of its properties, assets or rights;
(xviii) enter
into any agreement, understanding or arrangement with respect to the voting of Catcha Securities;
(xix) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority
to be obtained in connection with this Agreement; or
(xx) authorize
or agree to do any of the foregoing actions.
(c) Notwithstanding
the foregoing, the Company hereby consents to Catcha engaging in, executing any Private Placement Agreements (for the avoidance of doubt,
including any Non-Redemption Agreements (as defined below)) and closing any Private Placements in accordance with the terms of this Agreement,
and waives any violations of the restrictions set forth in Sections 8.2(a) and Section 8.2(b) above related thereto.
8.4 Financial
Statements.
(a) As
promptly as reasonably practicable after the date of this Agreement, and in any case no later than fifteen (15) days after the date of
this Agreement, the Company shall deliver to Catcha the draft Company Financials and any other audited and unaudited consolidated balance
sheets and the related audited or unaudited consolidated accounts of the Company or the PubCo that are required to be included in the
Registration Statement. The Company and Pubco shall each use its best efforts (a) to prepare in a timely manner any other financial information
or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement and
any other filings to be made by the Company or Pubco with the SEC in connection with the Business Combination and (b) to obtain the consents
of their auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.
(b) During
the Interim Period, within thirty (30) days following the end of each month, each three-month quarterly period and each fiscal year (or
such earlier date as such financial statements need to be available for inclusion in the Registration Statement), the Company shall deliver
to Catcha unaudited consolidated financial statements, including an income statement an unaudited consolidated balance sheet, changes
in shareholders’ equity, and consolidated statement of cash flows of the Target Companies for the period from the Interim Balance
Sheet Date through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding
fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial
statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for
the periods indicated, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the
Company will also promptly deliver to Catcha copies of any audited consolidated financial statements of the Target Companies that the
Target Companies certified public accountants may issue.
8.5 Catcha
Public Filings. During the Interim Period, Catcha will keep current and timely file all of its public filings with the SEC and otherwise
comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Closing
to maintain the listing of the Catcha Class A Ordinary Shares, on NYSE American.
8.6 No
Solicitation.
(a) For
purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication
of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative
Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated
by this Agreement) concerning the sale of (x) all or any material part of the business or assets of the Target Companies (other than in
the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Target
Companies, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation,
issuance of debt securities, management Contract, joint venture or partnership, or otherwise (including without limitation any initial
public offering or direct listing of the capital stock of any Target Company) and (B) with respect to Catcha and its Affiliates, a transaction
(other than the transactions contemplated by this Agreement) concerning a Business Combination involving Catcha.
(b) During
the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance
of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent
of the Company and Catcha, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement
of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates
or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other
than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage
or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably be expected to lead to,
an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal,
(v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to
any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such
Party is a party.
(c) Each
Party shall notify the others as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or
any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or
negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information
or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public
information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in each case, the material
terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party
making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any
such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives
to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition
Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.
8.7 No
Trading. The Company, Merger Sub and PubCo acknowledge and agree that they are aware (and each of their respective Representatives
is aware or, upon receipt of any material nonpublic information of Catcha, will be advised) of the restrictions imposed by U.S. federal
securities laws and the rules and regulations of the SEC and the stock exchanges promulgated thereunder or otherwise (the “Federal
Securities Laws”) and other applicable Laws on a Person possessing material nonpublic information about a publicly traded
company. The Company, Merger Sub and PubCo hereby agree that, while each is in possession of such material nonpublic information, each
shall not purchase or sell any securities of Catcha (other than to engage in the Business Combination in accordance herewith), communicate
such information to any third party, take any other action with respect to Catcha in violation of such Laws, or cause or encourage any
third party to do any of the foregoing.
8.8 Notification
of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates:
(a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder
in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority)
alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement
or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental
Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes
aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause
or result in any of the conditions to the Closing set forth in Article IX not being satisfied or the satisfaction of those conditions
being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any
of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner,
member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions
contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding
whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties
or covenants contained in this Agreement have been breached.
8.9 Efforts.
(a) Subject
to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with
the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper
or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt
of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental
Authorities applicable to the transactions contemplated by this Agreement.
(b) In
furtherance and not in limitation of Section 8.9(a), to the extent required under any Laws that are designed to prohibit, restrict
or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”),
each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost
and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable
any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other
actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust
Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each
Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by
this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party
or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any
proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party
or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received
or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement;
(iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and
consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding
by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative
or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event
a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep
such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing
of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated
hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) As
soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and
shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental
Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts
to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice
to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection
with the transactions contemplated by this Agreement and shall promptly furnish the other Parties with a copy of such Governmental Authority
notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated
hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for
such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable
Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging
any of the transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise
prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall
use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions
contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case
if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated
hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person
challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective
Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist
any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in
effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
(d) Prior
to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third
Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or
required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party
or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.
8.10 Tax
Matters.
(a) Each
Party shall file all Tax Returns consistent with, and take no position inconsistent with, the Intended Tax Treatment (whether in audits,
Tax Returns or otherwise) unless required by applicable Law. From and after the date of this Agreement, none of the Parties shall, nor
shall they permit any of their Affiliates to, knowingly take any action, cause any action to be taken or omit to take any action which
could cause the transactions to fail to qualify for, or fail to be reported in a manner consistent with, the Intended Tax Treatment.
(b) If,
in connection with the preparation and filing of the Registration Statement, the SEC requests or requires that a Tax opinion be prepared
and submitted in connection with such, Catcha, the Company and/or PubCo shall deliver to Goodwin Procter LLP and Nelson Mullins Riley
& Scarborough LLP (or other nationally recognized Tax counsel described in this Section 8.10(b)), respectively, customary Tax
representation letters satisfactory to its Tax counsel, dated and executed as of the date the Registration Statement shall have been declared
effective by the SEC and such other date(s) as determined reasonably necessary by such Tax counsel in connection with the preparation
and filing of the Registration Statement. If required by the SEC in connection with the filing of the Registration Statement, (i) Catcha
shall cause Goodwin Procter LLP (or such other nationally recognized Tax counsel to Catcha reasonably satisfactory to the Company and/or
PubCo) to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Reorganization Intended Tax Treatment
should apply to the Pre-Closing Catcha Holders and (ii) the Company shall cause Nelson Mullins Riley & Scarborough LLP (or such other
nationally recognized Tax counsel to the Company reasonably satisfactory to Catcha) to furnish an opinion, subject to customary assumptions
and limitations, to the effect that the Exchange Intended Tax Treatment should apply to the transactions contemplated by this Agreement.
(c) Prior
to the Closing Date (i) each Target Company organized outside of the United States shall determine whether it is an “expatriated
entity” as defined in Section 7874(a)(2)(A) of the Code, a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B)
of the Code or a domestic corporation as a result of the application of Section 7874(b) of the Code, in each case, as defined in the Code
and the U.S. Treasury Regulations promulgated thereunder and (ii) each Target Company shall determine whether it is a “passive foreign
investment company” as defined in Section 1297(a) of the Code (a “PFIC”).
(d) Within
ninety (90) days after the end of each taxable year of PubCo, PubCo shall use commercially reasonably efforts to (i) determine its status
as a PFIC, (ii) determine the PFIC status of each of its Subsidiaries, (iii) make such PFIC status determinations available to the shareholders
of PubCo electronically and (iv) provide a PFIC Annual Information Statement to enable shareholders of PubCo (or their direct or indirect
beneficial owners) to make a “Qualifying Electing Fund” election under Section 1295 of the Code and the U.S. Treasury Regulations
promulgated thereunder with respect to their ownership of PubCo.
8.11 Further
Assurances. The Parties shall further cooperate with each other and use their respective commercially reasonable efforts to take or
cause to be taken all actions, and, do or cause to be done, and assist and cooperate with the other Parties in doing, all things, necessary,
proper or advisable on their part under this Agreement and applicable Laws to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement, including preparing and filing as soon as practicable all documentation
to effect all necessary notices, reports and other filings.
8.12 Preparation
of Registration Statement; Catcha Shareholders’ Meeting and Approvals; Company Shareholders’ Meeting and Approvals.
(a) Preparation
of Registration Statement.
(i) As
promptly as practicable after the date hereof, Catcha, the Company, PubCo and the Merger Sub shall prepare, and Pubco shall file with
the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained
therein, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary
general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Catcha Shareholders’
Meeting (as defined below) to approve and adopt: (a) this Agreement, the Ancillary Documents and the Business Combination, (b) the adoption
and approval of the Plan of Merger, the Merger and the A&R Articles of Surviving Entity, (c) such other matters as the Company, PubCo,
the Merger Sub and Catcha shall hereafter collectively determine to be necessary or appropriate in order to effect the Business Combination
and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (d) any other
proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence
related thereto, and (e) the adjournment of Catcha Shareholders’ Meeting, if necessary or desirable in the reasonable determination
of Catcha (the proposals described in foregoing clauses (a) through (e), collectively, the “Transaction Proposals”).
(ii) Catcha,
the Company, PubCo and the Merger Sub shall each use its commercially reasonable efforts to (a) cause the Registration Statement when
filed each with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the
SEC, (b) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement,
(c) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (d) keep the Registration
Statement effective as long as is necessary to consummate the Business Combination. Prior to the effective date of the Registration Statement,
the Company, Catcha and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection
with the issuance of PubCo Common Stock and PubCo Warrants pursuant to this Agreement. Each of the Company, Catcha and PubCo also agrees
to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals
required to carry out the Business Combination, and the Company and Catcha shall furnish all information concerning the Company and its
Subsidiaries (in the case of the Company) or Catcha (in the case of Catcha) and any of their respective members or shareholders as may
be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Registration
Statement, Catcha shall mail (or cause to be mailed) the Registration Statement to the Catcha Shareholders. Each of Catcha, PubCo and
the Company shall furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders,
and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably
requested in connection with the Registration Statement, or any other statement, filing, notice or application made by or on behalf of
Catcha, PubCo, the Company or their respective Affiliates to any regulatory authority in connection with the Business Combination.
(b) Catcha
Shareholders Approval
(i) Prior
to or as promptly as practicable after the Registration Statement is declared effective under the Securities Act, Catcha shall establish
a record date for, duly call, and convene and hold an extraordinary general meeting of the Catcha Shareholders (including any adjournment
or postponement thereof, the “Catcha Shareholders’ Meeting”) in accordance with its Organizational Documents
to be held as promptly as reasonably practicable following the date on which the Registration Statement is declared effective under the
Securities Act for the purpose of voting on the Transaction Proposals and obtaining the vote of the holders of Catcha Ordinary Shares
required to approve the Transaction Proposals in accordance with the requirements of the Cayman Act, Catcha’s Organizational Documents,
all applicable SEC, NYSE (including NYSE American) requirements and all other applicable Laws (the “Catcha Shareholders’
Approval”) (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in
favor of the adoption of this Agreement); provided, however, that Catcha may adjourn or postpone the Catcha Shareholders’ Meeting
(1) to the extent necessary to ensure that any supplement or amendment to the Registration Statement that Catcha determines in its sole
discretion is necessary to comply with applicable Laws is provided to the Catcha Shareholders in advance of a vote on the adoption of
the Transaction Proposals, (2) if, as of the time that the Catcha Shareholders’ Meeting is originally scheduled, there are insufficient
Catcha Ordinary Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business
of the Catcha Shareholders’ Meeting, (3) if, as of the time that the Catcha Shareholders’ Meeting is originally scheduled,
adjournment or postponement of the Catcha Shareholders’ Meeting is necessary to enable Catcha to solicit additional proxies required
to obtain Catcha Shareholders’ Approval, or (4) to comply with applicable Law.
(ii) Subject
to Section 8.6, the Registration Statement shall include a statement to the effect that the board of directors of Catcha (the “Catcha
Board”) has recommended that the Catcha Shareholders vote in favor of the Transaction Proposals at the Catcha Shareholders’
Meeting (such statement, the “Catcha Board Recommendation”), and neither the Catcha Board nor any committee
thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify,
the Catcha Board Recommendation (any such action, a “Change in Recommendation”); provided that the Catcha Board
may make any Change in Recommendation prior to receipt of the Catcha Shareholders’ Approval if it determines in good faith that
it is required to do so in order to comply with the directors’ fiduciary duties under applicable Laws.
(c) Company
Shareholders Approval. Prior to or as promptly as practicable after the Registration Statement is declared effective under the Securities
Act, the Company shall duly call a meeting of Company Shareholders (the “Company Shareholders’ Meeting”)
to be held as promptly as reasonably practicable following the date that the Registration Statement is declared effective under the Securities
Act for the purpose of obtaining the vote of the holders of shares of Company Stock to the extent required to approve the Transaction
Proposals and such other matter as may be mutually agreed by Catcha and the Company (the “Company Shareholders Approval”),
and the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies or consent (as applicable) in favor
of the Company Shareholders Approval prior to such Company Shareholders’ Meeting, and to take all other actions necessary or advisable
to secure the Company Shareholders Approval. The Company shall send meeting materials to the Company Shareholders entitled to receive
notice of the Company Shareholders’ Meeting which shall seek the Company Shareholders Approval and shall include in all such meeting
materials it sends to such Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that
the Company Board has unanimously recommended that such Company Shareholders vote in favor of the Company Shareholders Approval (such
statement, the “Company Board Recommendation”), and neither the Company Board nor any committee thereof shall
withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company
Board Recommendation.
8.13 Public
Announcements.
(a) The
Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents
or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent
of Catcha and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement
may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use
commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect
to, such release or announcement in advance of such issuance.
(b) The
Parties shall collectively agree upon and, as promptly as practicable after the execution of this Agreement, issue a press release announcing
the execution of this Agreement (the “Signing Press Release”). Promptly after the execution of this Agreement
(but in any event within four (4) Business Days thereafter), Catcha shall file a current report on Form 8-K (the “Signing
Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which
the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to
filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd)
Business Day after the execution of this Agreement). The Parties shall collectively agree upon and, as promptly as practicable after the
Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions
contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press
Release, Catcha shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release
and a description of the Closing as required by Federal Securities Laws which the Company shall review, comment upon and approve (which
approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing
Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application
made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby,
each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors,
officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated
hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental
Authority in connection with the transactions contemplated hereby.
8.14 Confidential
Information.
(a) The
Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article
X, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat
and hold in strict confidence any Catcha Confidential Information, and will not use for any purpose (except in connection with the consummation
of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing
their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of Catcha), nor directly or indirectly disclose,
distribute, publish, disseminate or otherwise make available to any third party any of Catcha Confidential Information without Catcha’s
prior written consent; and (ii) in the event that the Company, during the Interim Period or, in the event that this Agreement is terminated
in accordance with Article X, for a period of two (2) years after such termination, becomes legally compelled to disclose any Catcha
Confidential Information, (A) provide Catcha to the extent legally permitted with prompt written notice of such requirement so that Catcha
or an Affiliate thereof may seek, at Catcha’s cost, a protective Order or other remedy or waive compliance with this Section
8.14(a), and (B) in the event that such protective Order or other remedy is not obtained, or Catcha waives compliance with this Section
8.14(a), furnish only that portion of such Catcha Confidential Information which is legally required to be provided as advised in
writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be
accorded such Catcha Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby
are not consummated, the Company shall, and shall cause their respective Representatives to, promptly deliver to Catcha or destroy (at
Catcha’s election) any and all copies (in whatever form or medium) of Catcha Confidential Information and destroy all notes, memoranda,
summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Company shall be entitled
to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Catcha Confidential
Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement.
(b) Catcha
hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article X,
for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence
any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions
contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights
hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third
party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that Catcha
or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article
X, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information,
(A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at
the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 8.14(b) and (B) in the
event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 8.14(b), furnish
only that portion of such Company Confidential Information which is legally required to be provided as advised in writing by outside counsel
and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential
Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, Catcha shall,
and shall cause its Representatives to, promptly deliver to the Company or destroy (at Catcha’s election) any and all copies (in
whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other
writings related thereto or based thereon; provided, however, that Catcha and its Representatives shall be entitled to keep any records
required by applicable Law or bona fide record retention policies; and provided, further, that any Company Confidential Information that
is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the
foregoing, Catcha and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required
by the Federal Securities Laws.
8.15 Documents
and Information. After the Closing Date, PubCo shall, and shall cause their respective Subsidiaries to, until the seventh (7th)
anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence
on the Closing Date.
8.16 Post-Closing
Board of Directors. During the Interim Period, PubCo shall take (and the Company and Catcha shall take, as applicable) all actions
necessary or appropriate to cause the number of members of the board of the directors (effective as of the Closing) to be at least five
(5), including at least one (1) director designated by Catcha or the Sponsor, three (3) independent directors designated by the Company,
and one (1) additional director designated by the Company.
8.17 Indemnification
of Directors and Officers; Tail Insurance.
(a) The
Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors
and officers of the Surviving Entity, PubCo, the Merger Sub and the Company and each Person who served as a director, officer, member,
trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at
the request of the Surviving Entity, PubCo, Merger Sub and the Company (the “D&O Indemnified Persons”) as
provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any
D&O Indemnified Person and the Surviving Entity, PubCo, Merger Sub, or the Company in each case as in effect on the date of this Agreement,
shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable
Law. For a period of six (6) years after the Exchange Effective Time, PubCo shall cause the Organizational Documents of PubCo and the
Surviving Entity to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses
to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of PubCo to the extent
permitted by applicable Law. The provisions of this Section 8.17 shall survive the consummation of the Merger and Exchange and
are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs
and representatives, each of whom shall be a third-party beneficiary of the provisions of this Section 8.17.
(b) For
a period of six years from the Closing, each of PubCo, the Surviving Entity and the Company shall, and shall cause their Subsidiaries
to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by PubCo’s,
the Company’s, Catcha’s or Merger Sub’s, respectively, directors’ and officers’ liability insurance policies
(including, in any event, the D&O Indemnified Persons) on terms not less favorable than the terms of such current insurance coverage,
except that in no event shall PubCo, the Surviving Entity, the Company and their Subsidiaries be required to pay an annual premium for
such insurance in excess of 300% of the aggregate annual premium payable by the Company, Catcha or Merger Sub, respectively, for such
insurance policy as of the date of this Agreement; provided, however, that (i) each of PubCo, the Surviving Entity and the Company may
cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail”
policy with respect to claims existing or occurring at or prior to the Closing and if and to the extent such policies have been obtained
prior to the Closing with respect to any such Persons, PubCo, the Surviving Entity and the Company, respectively, shall maintain such
policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six-year period,
any insurance required to be maintained under this Section 8.17 shall be continued in respect of such claim until the final disposition
thereof.
8.18 Trust
Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for
the Catcha Share Redemption and the proceeds of any Private Placement (as defined below) shall first be used to pay (in the following
order) (i) Catcha Transaction Expenses, (ii) any loans owed by Catcha to the Sponsor for any Catcha Transaction Expenses and any administrative
costs and expenses incurred by or on behalf of Catcha, (iii) any other Liabilities of Catcha as of the Closing, and then (iv) Company
Transaction Expenses. Such amounts described in (i) – (iv) of the preceding sentence will be paid at the Closing. Any remaining
cash will be used for working capital and general corporate purposes of PubCo and the Surviving Entity.
8.19 Private
Placements. Without limiting anything to the contrary contained herein, during the Interim Period and prior to the Exchange Effective
Date, PubCo, the Company and Catcha shall use commercially reasonable efforts to facilitate PubCo’s entry into private placement
agreements, subscription agreements, investment agreements, forward purchase agreements or any other forms of agreements (the “Private
Placement Agreements”) with investors relating to the purchase of shares of PubCo Common Stock, purchase of securities that
are convertible or exchangeable into shares of PubCo Common Stock or other forms of investment in or financing of (either directly or
indirectly) PubCo (which investment may take the form of agreements to increase the proceeds of the Trust Account to the Surviving Entity
by agreeing not to redeem Catcha Class A Ordinary Shares (“Non-Redemption Agreements”)) (such transactions collectively,
the “Private Placements”). Unless otherwise approved in writing by Catcha and the Company (which consent shall
not be unreasonably withheld, conditioned or delayed), none of Catcha, the Company and PubCo shall enter into any Private Placement Agreements,
permit any amendment or modification to be made to (or any waiver (in whole or in part) of), or otherwise provide consent to or under
(including consent to termination) any provision or remedy under, or any replacements of, any of the Private Placement Agreements. Catcha,
PubCo and the Company shall use their reasonable best efforts to take, or with respect to actions required to be taken by the counterparties
to the Private Placement Agreements, request to be taken by such counterparties, all actions, and use their reasonable best efforts to
do, or with respect to actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable
to consummate the transactions contemplated by the Private Placement Agreements on the terms and conditions described therein, including
maintaining in effect the Private Placement Agreements.
8.20 Post-Closing
Assumption or Creation of Benefit Plans. After the Closing, subject to the terms and conditions set forth in this Agreement, PubCo
shall assume the Benefit Plans of the Company or create new Benefit Plans, including, but not limited to, equity incentive plans, that
are substantially similar to the Benefit Plans previously approved by the board of directors of the Company.
8.21 Termination
of the Company Warrants. The Company shall use commercially reasonable efforts to negotiate in good faith with any and all holders
of Company Warrants in order to obtain, prior to the Closing, executed agreements by which such holders shall terminate, cancel or convert
the Company Warrants, effective prior to the Merger Effective Date, in exchange for Company Stock on terms of substantially similar economic
value as the Company Stock otherwise issuable upon exercise of such Company Warrants as of the time of the Closing.
Article
IX
CLOSING CONDITIONS
9.1 Conditions
to Each Party’s Obligations. The obligations of each Party to consummate the Business Combination and the other transactions
described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and Catcha of the following
conditions:
(a) Shareholders
Approvals. The Catcha Shareholders’ Approval and the Company Shareholders’ Approval shall have been obtained.
(b) Antitrust
Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust Laws shall
have expired or been terminated.
(c) Requisite
Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the
transactions contemplated by this Agreement shall have been obtained or made.
(d) Requisite
Consents. The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to
consummate the transactions contemplated by this Agreement that are set forth in Schedule 9.1(d) shall have each been obtained
or made.
(e) No
Adverse Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,
preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated
by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.
(f) Appointment
to the Board. The members of PubCo’s board of directors shall have been elected or appointed as of the Closing consistent with
the requirements of Section 8.16.
(g) Registration
Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing,
and no stop order or similar order shall be in effect with respect to the Registration Statement.
(h) NYSE
Listing. PubCo Common Stock and PubCo Warrant to be issued in connection with this Agreement shall have been approved for listing
on NYSE, subject to official notice of issuance.
(i) Net
Tangible Assets. Upon the Closing, after giving effect to the Catcha Share Redemption and the Private Placements, Catcha shall have
net tangible assets of at least $5,000,001.
9.2 Conditions
to Obligations of the Company. In addition to the conditions specified in Section 9.1, the obligations of the Company to consummate
the Business Combination and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by
the Company) of the following conditions:
(a) Representations
and Warranties.
(i) Each
of the representations and warranties of Catcha contained in Section 7.1 (Organization and Standing), Section 7.4 (Capitalization)
and Section 7.14 (Finders and Brokers) (together, the “Catcha Specified Representations”), in each case
shall be true and correct in all material aspects on and as of the date of this Agreement and on and as of the Closing Date as if made
on the Closing Date (except for those representations and warranties that address matters only as of a particular date (which representations
and warranties shall have been true and accurate in all material aspects as of such date)); and
(ii) Each
of the representations and warranties of Catcha contained in this Agreement (other than the Catcha Specified Representations) shall be
true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for
(i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall
have been true and accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications
or limitations as to materiality or Material Adverse Effect) have not had and would not reasonably be expected to have a Material Adverse
Effect on, or with respect to, Catcha, taken as a whole.
(b) Agreements
and Covenants. Catcha shall have performed in all material respects all of their obligations and complied in all material respects
with all of their agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.
(c) No
Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to Catcha since the date of this Agreement which
is continuing and uncured.
(d) Catcha
Share Redemption. Catcha shall have effected the Catcha Share Redemption prior to the Merger Effective Date.
(e) Closing
Deliveries.
(i) Officer
Certificate. Catcha shall have delivered to the Company a certificate, dated a date no earlier than the date before the Merger Effective
Date, signed by a respective executive officer of Catcha in such capacity, certifying as to the satisfaction of the conditions specified
in Sections 9.2(a), 9.2(b), and 9.2(c).
(ii) Secretary
or Director Certificate. Catcha shall have delivered to the Company a certificate from its secretary, a director or other executive
officer certifying as to, and attaching, (A) copies of Organizational Documents as in effect prior to the Merger Effective Time, (B) the
resolutions of the respective board of directors authorizing and approving the execution, delivery and performance of this Agreement and
each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated
hereby and thereby, (C) evidence that the required shareholder approval has been obtained and (D) the incumbency of officers authorized
to execute this Agreement or any Ancillary Document to which each entity is or is required to be a party or otherwise bound.
(iii) Good
Standing. Catcha shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions)
for each entity certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority
of such entity’s jurisdiction of organization and from each other jurisdiction in which such entity is qualified to do business
as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available
in such jurisdictions.
(iv) Registration
Rights Agreement. The Company shall have received an executed copy of the registration rights agreement (the “Registration
Rights Agreement”) substantially in form attached hereto as Exhibit E, duly executed by Catcha and the Sponsor.
(v) Lock-Up
Agreement. The Company shall have received an executed copy of one or more lock-up agreements (the “Lock-Up Agreement”)
substantially in form attached hereto as Exhibit F, duly executed by Catcha and the Sponsor.
(f) Minimum
Cash Condition. The sum of (i) the amount of cash and cash equivalents available in the Trust Account and, if any, otherwise held
by Catcha following the Catcha Shareholders’ Meeting (after deducting the amounts required to satisfy the Catcha Share Redemption),
plus (ii) the aggregate amount of proceeds of the Private Placements received by PubCo prior to or substantially concurrently with the
Closing (in each case of (i) and (ii), after deducting the amounts required for payment of the accrued and unpaid Company Transaction
Expenses and Catcha Transaction Expenses) is at least US$20,000,000.
9.3 Conditions
to Obligations of Catcha. In addition to the conditions specified in Section 9.1, the obligations of Catcha, to consummate
the Business Combination and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by
Catcha) of the following conditions:
(a) Representations
and Warranties.
(i) Each
of the representations and warranties (A) of the Company contained in Section 5.1 (Organization and Standing), Section 5.2
(Authorization; Binding Agreement), Section 5.3 (Capitalization) and Section 5.27 (Finders and Brokers) and (B) of PubCo
and Merger Sub contained in Section 6.1 (Organization and Standing), Section 6.2 (Authorization; Binding Agreement), Section
6.5 (Capitalization), Section 6.8 (Ownership of Merger Consideration) and Section 6.10 (Finders and Brokers) (clauses
(A) and (B) together, the “Company Group Specified Representations”), in each case shall be true and correct
in all material aspects on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except
for those representations and warranties that address matters only as of a particular date (which representations and warranties shall
have been true and accurate in all material aspects as of such date)); and
(ii) Each
of the representations and warranties of the Company, PubCo and Merger Sub contained in this Agreement (other than the Company Group Specified
Representations), shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the
Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations
and warranties shall have been true and accurate as of such date), and (ii) any failures to be true and correct that (without giving effect
to any qualifications or limitations as to materiality or Material Adverse Effect) have not had and would not reasonably be expected to
have a Material Adverse Effect on, or with respect to, the Target Companies, PubCo or the Merger Sub, each taken as a whole.
(b) Agreements
and Covenants. The Company, PubCo and the Merger Sub shall have performed in all material respects all of its obligations and complied
in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior
to the Closing Date.
(c) No
Material Target Company Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Target Companies taken
as a whole since the date of this Agreement which is continuing and uncured.
(d) No
Material PubCo or Merger Sub Adverse Effect. No Material Adverse Effect shall have occurred with respect to PubCo or Merger Sub since
the date of this Agreement which is continuing and uncured.
(e) Certain
Ancillary Documents. The Exchange and Support Agreement, the Lock-Up Agreement, the Registration Rights Agreement shall be in full
force and effect in accordance with the terms thereof as of the Closing.
(f) Completion
of KGLNG Transaction and GBTron Transaction. The Company shall have closed (and caused Crown India to close, as applicable) the KGLNG
Transaction and the GBTron Transaction.
(g) Completion
of Legal Due Diligence. Catcha shall have completed its legal due diligence of the Target Companies to its reasonable satisfaction
and shall be satisfied with the results thereof in its reasonable discretion.
(h) Closing
Deliveries.
(i) Officer
or Director Certificate. Catcha shall have received a certificate from the Company, PubCo and the Merger Sub, dated as the Closing
Date, signed by a respective executive director or officer of the Company, PubCo and the Merger Sub in such capacity, certifying as to
the satisfaction of the conditions specified in Sections 9.3(a)-9.3(d).
(ii) Secretary
Certificate. Each of the Company, PubCo, and Merger Sub shall have delivered to Catcha a certificate executed by their respective
secretary (or director, in the case of the Company and Merger Sub) certifying as to the validity and effectiveness of, and attaching,
(A) copies of their Organizational Documents as in effect (x) with respect to the Company and PubCo, immediately prior to the Exchange
Effective Time and (y) with respect to Merger Sub, immediately prior to the Merger Effective Time, (B) the requisite resolutions of each
entity’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary
Document to which each entity is or is required to be a party or bound, and the consummation of the Business Combination and the other
transactions contemplated hereby and thereby, and the adoption of the new Organizational Documents as required elsewhere herein, and recommending
the approval and adoption of the same by each entity’s Shareholders at duly called meetings of Shareholders, (C) evidence that the
required shareholder approval has been obtained and (D) the incumbency of officers of each entity authorized to execute this Agreement
or any Ancillary Document to which each entity is or is required to be a party or otherwise bound.
(iii) Good
Standing. Each of the Company, PubCo, and Merger Sub shall have delivered to Catcha good standing certificates (or similar documents
applicable for such jurisdictions) for each entity certified or issued as of a date no earlier than thirty (30) days prior to the Closing
Date from the proper Governmental Authority of each entity’s jurisdiction of organization and from each other jurisdiction in which
each entity is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good
standing certificates or similar documents are generally available in such jurisdictions.
(iv) Registration
Rights Agreement. Catcha shall have received an executed copy of the Registration Rights Agreement, duly executed by the Company,
PubCo and the Company Holders (as defined in the Registration Rights Agreement).
(v) Lock-Up
Agreement. Catcha shall have received the executed copy of the Lock-Up Agreement, duly executed by the Company, PubCo and the Company
Holders (as defined in the Lock-Up Agreement).
9.4 Frustration
of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth
in this Article IX to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to
the Company, any Target Company or Company Shareholder) failure to comply with or perform any of its covenants or obligations set forth
in this Agreement.
Article
X
TERMINATION AND EXPENSES
10.1 Termination.
This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing as follows:
(a) by
mutual written consent of Catcha and the Company;
(b) by
written notice by either Catcha or the Company to the other Parties, if any of the conditions to the Closing set forth in Article IX
have not been satisfied or waived by February 17, 2024 (the “Outside Date”); provided, however, the right
to terminate this Agreement under this Section 10.1(b) shall not be available to a Party if the breach or violation by such Party
or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure
of the Closing to occur on or before the Outside Date;
(c) by
written notice by either Catcha or the Company to the other Parties, if a Governmental Authority of competent jurisdiction shall have
issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate
this Agreement pursuant to this Section 10.1(c) shall not be available to a Party if the failure by such Party or its Affiliates
to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental
Authority;
(d) by
written notice by the Company to Catcha, if (i) there has been a breach by Catcha of any of its representations, warranties, covenants
or agreements contained in this Agreement, or if any representation or warranty of Catcha shall have become untrue or inaccurate, in any
case, which would result in a failure of a condition set forth in Section 9.2(a) or Section 9.2(b) to be satisfied (treating
the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy
is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy
is provided to Catcha or (B) the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant
to this Section 10.1(d) if at such time the Company is in material uncured breach of this Agreement;
(e) by
written notice by Catcha to the Company, if (i) there has been a breach by the Company of any of its representations, warranties, covenants
or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate,
in any case, which would result in a failure of a condition set forth in Section 9.3(a) or Section 9.3(b) to be satisfied
(treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach
or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach
or inaccuracy is provided to the Company or (B) the Outside Date; provided, that Catcha shall not have the right to terminate this Agreement
pursuant to this Section 10.1(e) if at such time Catcha is in material uncured breach of this Agreement;
(f) by
written notice by Catcha to the Company, if there shall have been a Material Adverse Effect on the Target Companies taken as a whole following
the date of this Agreement which is uncured and continuing;
(g) by
written notice by Catcha to the Company, if Catcha Shareholders’ Meeting has been held (including any adjournment or postponement
thereof) and has concluded, and the Catcha Shareholders’ Approval was not obtained;
(h) by
written notice by either the Company to Catcha, if the Company Shareholders’ Meeting has been held (including any adjournment or
postponement thereof) and has concluded, and the Company Shareholders’ Approval was not obtained; or
(i) by
written notice by Catcha to the Company, if the Company Financials have not been delivered to Catcha on or prior to September 15, 2023.
10.2 Effect
of Termination. This Agreement may only be terminated in the circumstances described in Section 10.1 and pursuant to a written
notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the
provision of Section 10.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant
to Section 10.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of
their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 8.13(a),
8.14, 10.3, 11.1, Article XII and this Section 10.2 shall survive the termination of this Agreement,
and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation
under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses
(i) and (ii) above, subject to Section 11.1). Without limiting the foregoing, and except as provided in Sections 10.3 and
this Section 10.2 (but subject to Section 11.1) and subject to the right to seek injunctions, specific performance or other
equitable relief in accordance with Section 12.6, the Parties’ sole right prior to the Closing with respect to any breach
of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions
contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 10.1.
10.3 Fees
and Expenses. Subject to Sections 8.18 and 11.1, Company Transaction Expenses and Catcha Transaction Expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses; provided,
however, that if the Closing occurs, all remaining Company Transaction Expenses and Catcha Transaction Expenses shall be paid from the
capital of Catcha upon release of funds from the Trust Account.
Article
XI
WAIVERS AND RELEASES
11.1 Waiver
of Claims Against Trust. Reference is made to the IPO Prospectus. The Company, Merger Sub and PubCo each hereby represents and warrants
that it has read the IPO Prospectus and understands that Catcha has established the Trust Account containing the proceeds of the IPO and
the overallotment shares acquired by Catcha’s underwriters and from certain private placements occurring simultaneously with the
IPO (including interest accrued from time to time thereon) for the benefit of Catcha’s public Shareholders (including overallotment
shares acquired by Catcha’s underwriters) (the “Public Shareholders”) and that, except as otherwise described
in the IPO Prospectus, Catcha may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect
to redeem their Catcha Class A Ordinary Shares in connection with the consummation of its initial business combination (as such term is
used in the IPO Prospectus) or in connection with an amendment to Catcha’s Organizational Documents to extend Catcha’s deadline
to consummate a Business Combination, (b) to the Public Shareholders if Catcha fails to consummate a Business Combination within 18 months
after the closing of the IPO, subject to extension by amendment to Catcha’s Organizational Documents, (c) with respect to any interest
earned on the amounts held in the Trust Account, amounts necessary to pay for any Taxes and up to $100,000 in dissolution expenses, and
(d) to Catcha after or concurrently with the consummation of a Business Combination. For and in consideration of Catcha entering into
this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the
Company, Merger Sub and PubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this
Agreement, none of the Company, Merger Sub or PubCo nor any of their respective Affiliates do now or shall at any time hereafter have
any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim
against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection
with or relating in any way to, this Agreement or any proposed or actual business relationship between Catcha or any of its Representatives,
on the one hand, and the Company, Merger Sub, PubCo or any of their respective Representatives, on the other hand, or any other matter,
and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the
“Released Claims”). Each of the Company, Merger Sub and PubCo on behalf of itself and its Affiliates hereby
irrevocably waives any Released Claims that any such Party or any of its Affiliates may have against the Trust Account (including any
distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom)
for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Catcha or its Affiliates). The
Company, Merger Sub and PubCo each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically
relied upon by Catcha and its Affiliates to induce Catcha to enter in this Agreement, and each of the Company, Merger Sub and PubCo further
intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable
Law. To the extent that the Company, Merger Sub or PubCo or any of their respective Affiliates commences any Action based upon, in connection
with, relating to or arising out of any matter relating to Catcha or its Representatives, which proceeding seeks, in whole or in part,
monetary relief against Catcha or its Representatives, each of the Company, Merger Sub and PubCo hereby acknowledges and agrees that its
and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such
Party or any of its Affiliates (or any Person claiming on behalf or in lieu of any of them) to have any claim against the Trust Account
(including any distributions therefrom) or any amounts contained therein. In the event that the Company, Merger Sub or PubCo or any of
their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Catcha
or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom)
or the Public Shareholders, whether in the form of money damages or injunctive relief, Catcha and its Representatives, as applicable,
shall be entitled to recover from the Company, Merger Sub, PubCo and their respective Affiliates, as applicable, the associated legal
fees and costs in connection with any such Action, in the event Catcha or its Representatives, as applicable, prevails in such Action.
This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.
Article
XII
MISCELLANEOUS
12.1 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by email, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight
courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt
requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified
by like notice):
|
If to Catcha, to:
Catcha Investment Corp
Level 42, Suntec Tower Three,
8 Temasek Blvd, Singapore 038988
Attn: Patrick Grove
Telephone No.: +65 6829-2294
Email: pg@catchagroup.com; luke@catchagroup.com; kit@catchagroup.com
|
with a copy (which will not constitute notice) to:
Goodwin Procter LLP
38/F Edinburgh Tower,
The Landmark
Central, Hong Kong, China
Attn: Daniel Dusek, Douglas Freeman and Victor Chen
Telephone No.: 852- 3658-5300
Email: DDusek@goodwinlaw.com; DFreeman@goodwinlaw.com; VChen@goodwinlaw.com; |
|
If to PubCo, to:
Crown LNG Holdings Limited
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Attn: Jørn Husemoen
Telephone No.: + 47 980 25 359
Email: jorn@crownlng.com |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue,
NW Suite 900
Washington, D.C. 20001
Attn: Andy Tucker
Facsimile No.: (202) 689-2860
Telephone No.: (202) 689-2987
Email: Andy.Tucker@nelsonmullins.com |
|
If to the Company, to:
Crown LNG Holding AS.
Skøyen Atrium
Drammensveien 147
0277 Oslo, Norway
Attn: Jørn Husemoen
Telephone No.: + 47 980 25 359
Email: jorn@crownlng.com |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue,
NW Suite 900
Washington, D.C. 20001
Attn: Andrew M. Tucker
Facsimile No.: (202) 689-2860
Telephone No.: (202) 689-2987
Email: Andy.Tucker@nelsonmullins.com |
|
If to PubCo after the Closing, to:
Crown LNG Holdings Limited
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Attn: Jørn Husemoen
Telephone No.: + 47 980 25 359
Email: jorn@crownlng.com |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue,
NW Suite 900
Washington, D.C. 20001
Attn: Andy Tucker
Facsimile No.: (202) 689-2860
Telephone No.: (202) 689-2987
Email: Andy.Tucker@nelsonmullins.com |
12.2 Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the
prior written consent of Catcha and the Company (and after the Closing, PubCo), and any assignment without such consent shall be null
and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.
12.3 Third
Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 12.3, which the Parties acknowledge and agree
are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document executed
by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for
the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.
12.4 Governing
Law; Venue. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without
regard to the conflict of laws principles thereof provided that matters that as a matter of the Laws of the Cayman Islands are
required to be governed by the Law of the Cayman Islands (including, without limitation, the effects of the Merger and the fiduciary duties
that may apply to the directors and officers of the Parties) shall be governed by, and construed in accordance with, the Laws of the Cayman
Islands, without regard to Laws that may be applicable under conflicts of laws principles that would cause the application of the Laws
of any jurisdiction other than the Cayman Islands. Subject to the previous sentence, all Actions arising out of or relating to this Agreement
shall be heard and determined exclusively in any state or federal court located in New York County, State of New York (or in any appellate
court thereof) (the “Specified Courts”). Each Party (a) submits to the exclusive jurisdiction of any Specified
Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives,
and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought
in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may
not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service
of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on
behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in
Section 12.1. Nothing in this Section 12.4 shall affect the right of any Party to serve legal process in any other manner
permitted by Law.
12.5 WAIVER
OF JURY TRIAL. EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 12.5.
12.6 Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,
each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically
the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,
this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.
12.7 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.
12.8 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Catcha, the Company and the
Sponsor.
12.9 Waiver.
Catcha on behalf of itself and its Affiliates and the Company on behalf of itself and its Affiliates may in its sole discretion (i) extend
the time for the performance of any obligation or other act of any other non-Affiliated Party, (ii) waive any inaccuracy in the representations
and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant to this Agreement and (iii) waive
compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid
only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby (including by the Sponsor in lieu of
such Party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure or delay by a Party in exercising any
right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing shall also
require the prior written consent of the Sponsor.
12.10 Entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto,
which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement
and understanding of the Parties in respect of the subject matter contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred
to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter
contained herein.
12.11 Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement,
unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words
in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s
successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person
in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement
or any Ancillary Document has the meaning assigned to such term in accordance with IFRS; (d) “including” (and with correlative
meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and
shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not
to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when
used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;
(h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case
to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance
policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver
or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules
or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references
in this Agreement to the words “Section,” “Article”, “Schedule” and “Exhibit” are intended
to refer to Sections, Articles, Schedules and Exhibits to this Agreement; (k) the term “Dollars” or “$” means
United States dollars; and (l) the term “NOK” means Norwegian kroner. Any reference in this Agreement to a Person’s
directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers
shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document
to a Person’s shareholders or Shareholders shall include any applicable owners of the equity interests of such Person, in whatever
form, including with respect to Catcha its Shareholders under applicable Law, as then applicable, or its Organizational Documents. The
Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that
any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made
available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered,
provided and made available to Catcha or its Representatives, such Contract, document, certificate or instrument shall have been posted
to the electronic data site maintained on behalf of the Company for the benefit of Catcha and its Representatives and Catcha and its Representatives
have been given access to the electronic folders containing such.
12.12 Counterparts.
This Agreement and each Ancillary Document may be executed and delivered (including by facsimile or other electronic 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.
12.13 Non-Survival
of Representations, Warranties. The representations and warranties of the Parties contained in this Agreement or in any certificate
or instrument delivered by or on their respective behalf pursuant to this Agreement shall not, unless otherwise provided herein, survive
the Closing, and from and after the Closing, the Parties and their respective Representatives shall not have any further obligations,
nor shall any claim be asserted or action be brought against any other Party or their respective Representatives with respect thereto.
The covenants and agreements made by the Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement,
including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants
and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which
such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Article
XIII
DEFINITIONS
13.1 Certain
Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:
“Action”
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,
by or before any Governmental Authority.
“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person. For the avoidance of doubt, the Sponsor shall be deemed to be an Affiliate of Catcha prior to the Closing.
“Ancillary
Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates
and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
“Benefit
Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase
or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan
or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or
retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,
including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or
required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which
such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding
or not.
“Business
Combination” has the meaning set forth in the Recitals.
“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in Oslo, Norway,
the Cayman Islands, the Island of Jersey, or Singapore are authorized to close for business, excluding as a result of “stay at home”,
“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any
physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for
wire transfers, of commercial banking institutions in such jurisdictions are generally open for use by customers on such day.
“Catcha
Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Catcha.
“Catcha
Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Catcha.
“Catcha
Confidential Information” means all confidential or proprietary documents and information concerning Catcha or any of its
respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however,
that Catcha Confidential Information shall not include any information which, (i) at the time of disclosure by a disclosing party or its
Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure
by a disclosing party or its Representatives was previously known by such receiving party without violation of Law or any confidentiality
obligation by the Person receiving such Catcha Confidential Information.
“Catcha
Transaction Expenses” means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment
bankers, financial advisors, financing sources, experts and consultants to Catcha hereto or any of its Affiliates) incurred by Catcha
or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement
or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement, including any and all deferred
expenses (including fees or commissions payable to the underwriters and any legal fees) contingent upon consummation of a Business Combination,
and any fees and expenses to any Governmental Authorities in connection with the Business Combination.
“Catcha
Ordinary Shares” means, collectively, Catcha Class A Ordinary Shares and Catcha Class B Ordinary Shares.
“Catcha Share Redemption”
means the redemption occurring in connection with the Transaction Proposals and in accordance with Catcha’s Organizational Documents of
Catcha Class A Ordinary Shares held by eligible (as determined in accordance with Catcha’s Organizational Documents) holders of
Catcha Ordinary Shares at a per-share price equal to a pro rata share of the aggregate amount on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes payable) and not previously released to Catcha to pay its taxes, payable in cash (it
being understood that such redemption shall occur prior to the Merger Effective Time but that any such payment therefor shall be made
following the Closing only after all of the conditions to Closing have been satisfied (or waived) in accordance with Article IX).
“Catcha
Shareholder” means any holder of any Catcha Ordinary Share.
“Catcha Securities”
means, collectively, the Catcha Ordinary Shares and the Catcha Warrants.
“Catcha Warrants”
means all outstanding and unexercised warrants to acquire Catcha Class A Ordinary Shares.
“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of
the Code shall include such section and any valid treasury regulation promulgated thereunder.
“Company
Benefit Plans” means all contracts, plans, agreements, programs, arrangements, employee benefit plans, compensation arrangements
and other benefit arrangements, whether written or unwritten and whether or not providing cash- or equity-based incentives (e.g., restricted
stock, stock option, stock appreciation right, phantom stock, etc.), health, medical, dental, disability, accident or life insurance benefits,
change in control or retention payments, vacation, severance, salary continuation, or other termination pay, bonus, commissions or other
variable compensation, vacation, paid-time-off, sick leave, fringe benefit, retirement, deferred compensation, retirement, pension or
savings benefits, that are sponsored, maintained or contributed to by a Target Company for the benefit of any current or former employees,
offices, directors, or consultants of a Target Company or under which a Target Company has any liability and all employment or other agreements
(other than at will offer letters that do not provide for any severance or termination benefits) providing compensation, vacation, severance
or other benefits to any officer, employee, consultant or former employee of a Target Company to which a Target Company is a party.
“Company
Board” means the board or similar governing body of the Company.
“Company
Charter” means the Company’s organizational documents, prior to the Exchange Effective Time.
“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies
or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided,
however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure by a disclosing
party or their Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time
of the disclosure by a disclosing party or its Representatives was previously known by such receiving party without violation of Law or
any confidentiality obligation by the Person receiving such Company Confidential Information.
“Company
Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock
of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital
stock of the Company.
“Company
IT Systems” means all computer systems, computer software and hardware, communication systems, servers, network equipment
and related documentation, in each case, owned, licensed or leased by a Target Company.
“Company
Shareholders” means, collectively, the holders of Company Stock.
“Company
Stock” means shares of common stock of the Company, each with a nominal value of NOK 0.01.
“Company Transaction
Expenses” means all fees and expenses of any of the Target Companies incurred or payable as of the Closing and not paid
prior to the Closing (i) in connection with the consummation of the transactions contemplated hereby, including any amounts payable to
professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by
or on behalf of any Target Company, (ii) any change in control bonus, accrued but unpaid salary, transaction bonus, retention bonus, termination
or severance payment or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation
or similar rights, in any case, to be made to any current or former employee, independent contractor, director or officer of any Target
Company at or after the Closing pursuant to any agreement to which any Target Company is a party prior to the Closing which become payable
(including if subject to continued employment) as a result of the execution of this Agreement or the consummation of the transactions
contemplated hereby, and (iii) any sales, use, real property transfer, stamp, stock transfer or other similar transfer Taxes imposed on
Target Company in connection with the Business Combination or the other transactions contemplated by this Agreement.
“Company Warrants”
means all outstanding, unexercised and unsettled warrants to acquire Company Stock.
“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.
“Contracts”
means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses
(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments
or obligations of any kind, written or oral (including any amendments and other modifications thereto).
“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange
Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing
authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions
of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other
than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,
parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate
of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled
Person is a trustee.
“Copyrights”
means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and
applications for registration and renewal, and non-registered copyrights.
“Environmental
Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation
or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply,
surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including
without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource
Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal
Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide
and Rodenticide Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates
to exposure to Hazardous Substances), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water
Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts; and Environment (Protection) Act, 1986, Wild
Life (Conservation) Act, 1972, Air (Prevention and Control of Pollution) Act, 1981, Water (Prevention and Control of Pollution) Act, 1974,
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, Forest (Conservation) Act, 1980 and the state laws applicable
in India.
“Environmental
Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, losses,
damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs
of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any
other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under
or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates
to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Fraud
Claim” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.
“Governmental
Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body (including any such authority in the jurisdiction relevant for conducting the business
in relation to the Projects).
“Hazardous
Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous
substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”,
“hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material
regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and
its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.
“IFRS”
means International Financial Reporting Standards issued by the IFRS Foundation and the International Accounting Standards Board (IASB).
“Indebtedness”
of any Person means, without duplication, any debts, liabilities and obligations (including Taxes), whether accrued or fixed, absolute
or contingent, matured or unmatured, deferred or actual, determined or determinable, known or unknown, including without limitation (a)
all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations
for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any
other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations
of such Person under leases that should be classified as capital leases in accordance with IASB, (e) all obligations of such Person for
the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction,
in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect of acceptances issued or created,
(g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to
be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property
of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness
of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed
by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it
has otherwise assured a creditor against loss.
“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,
Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions
related to the preceding property.
“Internet
Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation
related thereto, and applications for registration therefor.
“IPO”
means the initial public offering by Catcha pursuant to the IPO Prospectus.
“IPO
Prospectus” means the final prospectus of Catcha, dated as of February 11, 2021, and filed with the SEC on February 17,
2021.
“IRS”
means the U.S. Internal Revenue Service (or any successor Governmental Authority).
“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the officers or directors of any Target Company, after reasonable inquiry
or (ii) Catcha, the actual knowledge of the officers or directors of Catcha, after reasonable inquiry.
“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that
is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Authority.
“Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required
to be recorded or reflected on a balance sheet under IFRS or other applicable accounting standards), including Tax liabilities due or
to become due.
“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, hypothecation,
assignment, title retention, adverse claim, security interest, lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination
arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial
Code or any similar Law.
“Material
Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had,
or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,
results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the
ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the
Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that
for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising
out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be
taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes
in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any
of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any
of its Subsidiaries principally operate; (iii) changes in IFRS or other applicable accounting principles or mandatory changes in the regulatory
accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused
by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such Person and its
Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period
(provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred
or would reasonably be expected to occur to the extent not excluded by another exception herein) and (vi) with respect to Catcha, the
consummation and effects of the Catcha Share Redemption; provided further, however, that any event, occurrence, fact, condition,
or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect
has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate
effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries
primarily conducts its businesses. Notwithstanding the foregoing, with respect to Catcha, the amount of the Catcha Share Redemption or
the failure to obtain the Catcha Shareholders’ Approval shall not be deemed to be a Material Adverse Effect on or with respect to
Catcha.
“Merger
Sub Ordinary Shares” means the ordinary shares, par value $1.00 each, of Merger Sub.
“NYSE”
means the New York Stock Exchange.
“NYSE
American ” means NYSE American LLC.
“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action
that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.
“Organizational
Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating
agreement, memorandum and articles of association or similar organizational documents, in each case, as amended and/or restated.
“Patents”
means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,
and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,
whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,
or refiled).
“PCAOB”
means the U.S. Public Company Accounting Oversight Board (or any successor thereto).
“Per
Share Price” means Ten and No/100 Dollars ($10.00).
“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,
licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,
ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.
“Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent
or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto,
(b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as
would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject
thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods
in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (v) Liens arising
under this Agreement or any Ancillary Document.
“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government or political subdivision thereof,
or an agency or instrumentality thereof.
“Personal
Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts
and other tangible personal property.
“Pre-Closing
Catcha Holders” means the holders of Catcha Securities at any time prior to the Merger Effective Time.
“Pro
Rata Share” means with respect to each Company Shareholder, a fraction expressed as a percentage equal to (i) the number
of shares of Company Stock held by such Company Shareholder immediately prior to the Exchange Effective Time, divided by (ii) the total
number of issued and outstanding shares of Company Stock immediately prior to the Exchange Effective Time.
“PubCo
Common Stock” means the ordinary shares of no par value each in the capital of PubCo.
“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor
or outdoor environment, or into or out of any property.
“Remedial
Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent
the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor
environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of
noncompliance with Environmental Laws.
“Representatives”
means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,
consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or
its Affiliates.
“SEC”
means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).
“Securities
Act” means the Securities Act of 1933, as amended.
“Software”
means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,
tools and databases.
“Sponsor”
means Catcha Holdings LLC, a Cayman Islands limited liability company.
“Subsidiary”
means, with respect to any Person, any corporation, company, exempted company, partnership, association or other business entity of which
(i) if a corporation, company or exempted company, a majority of the total voting power of shares of stock or equivalent equity interests
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests
thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or
other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains
or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership,
association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with
such Person under applicable accounting rules.
“Surviving
Entity Ordinary Shares” means the ordinary shares, par value $1.00 per share, of the Surviving Entity.
“Target
Company” means each of the Company and its direct and indirect Subsidiaries.
“Tax
Return” means any return, declaration, report, claim for refund, information return or other documents (including any related
or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or
collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.
“Taxes”
means (a) all direct or indirect U.S. federal, state and local and non-U.S. net income, gross income, gross receipts, sales, use, value-added,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, imputed underpayment amount, payroll employment,
social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation,
premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any
kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability
for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary
group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or
(b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement
to indemnify, any other Person.
“Trade
Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information,
processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods,
know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or
not patentable or subject to copyright, trademark, or trade secret protection).
“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names
(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications
for registration and renewal thereof.
“Trading
Day” means any day on which shares of PubCo Common Stock are actually traded on the principal securities exchange or securities
market on which PubCo Common Stock are then traded.
“Transaction
Value” means $600,000,000.
“Trust
Account” means the trust account established by Catcha with the proceeds from the IPO pursuant to the Trust Agreement in
accordance with the IPO Prospectus.
“Trust
Agreement” means that certain Investment Management Trust Agreement, dated as of February 11, 2021 (as amended on February
14, 2023 and as may be otherwise amended from time to time) by and between Catcha and Continental Stock Transfer & Trust Company,
as well as any other agreements entered into related to or governing the Trust Account.
“VPS”
means the Norwegian central securities depository, Euronext Securities Oslo.
13.2 Section
References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section
as set forth below adjacent to such terms:
| Term |
Section |
| Accounts Receivable |
5.7(f) |
| Acquisition Notification |
2.3(b) |
| Acquisition Proposal |
8.6(a) |
| Agreement |
Preamble |
| Alternative Transaction |
8.6(a) |
| Antitrust Laws |
8.9(b) |
| A&R Articles of Surviving Entity |
1.4 |
| Business Combination |
Recitals |
| BIS |
5.25(c) |
| Catcha |
Preamble |
| Catcha Accounts Date |
7.5(c) |
| Catcha Board |
8.12(b) |
| Catcha Board Recommendation |
8.12(b) |
| Catcha Certificates |
1.8(a) |
| Catcha Disclosure Schedules |
Article VII |
| Catcha Financials |
7.5(b) |
| Catcha Shareholders’ Approval |
8.12(b) |
| Catcha Shareholders’ Meeting |
8.12(b) |
| Catcha Share Redemption |
8.12(a) |
| Catcha Specified Representations |
9.2(a) |
| Catcha Tax Election |
Recitals |
| Catcha Reorganization |
Recitals |
| Cayman Act |
1.1 |
| Change in Recommendation |
8.12(b) |
| Closing |
4.1 |
| Closing Date |
4.1 |
| Closing Filing |
8.13(b) |
| Closing Press Release |
8.13(b) |
| Crown India |
Recitals |
| Companies Act |
Recitals |
| Company |
Preamble |
| Company Benefit Plan |
13.1 |
| Company Board Recommendation |
8.12(c) |
| Company Disclosure Schedules |
Article V |
| Company Financials |
5.7(a) |
| Company Group Specified Representations |
9.3(a) |
| Company IP |
5.13(d) |
| Company IP Licenses |
5.13(a) |
| Company Material Contract |
5.12(a) |
| Company Permits |
5.10 |
| Company Personal Property Leases |
5.16 |
| Company Real Property Leases |
5.15 |
| Company Registered IP |
5.13(a) |
| Company Shareholders Approval |
8.12(c) |
| Company Shareholders’ Meeting |
8.12(c) |
| Dissenting Catcha Shares |
1.10(a) |
| Dissenting Catcha Shareholders |
1.10(a) |
| D&O Indemnified Persons |
8.17(a) |
| Earnout Shares |
3.1 |
| Enforceability Exceptions |
5.2 |
| Environmental Permits |
5.20(a) |
| Exchange |
Recitals |
| Exchange Agent |
1.8(a) |
| Exchange Consideration |
2.1 |
| Exchange and Support Agreement |
Recitals |
| Exchange Effective Date |
Recitals |
| Exchange Effective Time |
2.2(a) |
| Exchange Transmittal Documents |
2.3(b) |
| Exchange Intended Tax Treatment |
Recitals |
| Exchange Transmittal Letter |
2.3(a) |
| Exchanging Shareholders |
3.1 |
| Federal Securities Laws |
8.7 |
| Term |
Section |
| GBTron Newco |
Recitals |
| GBTron Seller |
Recitals |
| GBTRON Transaction |
Recitals |
| KGLNG |
Recitals |
| KGLNG Transaction |
Recitals |
| KG Seller |
Recitals |
| Merger |
Recitals |
| Merger Consideration |
1.8(a) |
| Merger Effective Date |
Recitals |
| Merger Effective Time |
1.2 |
| Merger Sub |
Recitals |
| Merger Transmittal Documents |
1.8(b) |
| Non-Redemption Agreements |
8.19 |
| Intended Tax Treatment |
Recitals |
| Interim Balance Sheet Date |
5.7(a) |
| Interim Period |
8.1(a) |
| ITA |
5.25(c) |
| Letter of Transmittal |
1.8(a) |
| Lock-up Agreement |
9.2(e) |
| Lost Certificate Affidavit |
1.8(d) |
| LNG |
Recitals |
| Off-the-Shelf Software |
5.13(a) |
| Outbound IP License |
5.13(c) |
| Outside Date |
10.1(b) |
| Party |
Preamble |
| PFIC |
8.10(c) |
| Plan of Merger |
1.2 |
| Private Placements |
8.19 |
| Private Placements Agreements |
8.19 |
| Project |
5.12(c) |
| Project Partners |
5.24 |
| Proxy Statement |
8.12(a) |
| PubCo |
Preamble |
| PubCo A&R Charter |
2.2(c) |
| PubCo Redemption |
Recitals |
| PubCo Redomiciliation |
Recitals |
| PubCo Warrant |
1.7 |
| Public Shareholders |
11.1 |
| Registration Statement |
8.12(a) |
| Reorganization Intended Tax Treatment |
Recitals |
| Related Person |
5.21 |
| Released Claims |
11.1 |
| SEC Reports |
7.5(a) |
| Section 409A Plan |
5.19(k) |
| Signing Filing |
8.13(b) |
| Signing Press Release |
8.13(b) |
| Specified Courts |
12.4 |
| Surviving Entity |
Recitals |
| Top Customers |
5.24 |
| Top Suppliers |
5.24 |
| Transmittal Documents |
1.8(b) |
| Transaction Proposals |
8.12(a) |
| VWAP |
3.1(a) |
{SIGNATURES FOLLOW}
IN WITNESS WHEREOF, each Party
has caused this Business Combination Agreement to be signed and delivered as of the date first written above.
| Company: |
|
PubCo: |
| |
|
|
| CROWN LNG HOLDING AS |
|
CROWN LNG HOLDINGS LIMITED |
| |
|
|
|
| By: |
/s/ Joern S. Husemoen |
|
By: |
/s/ Joern S. Husemoen |
| Name: |
Joern S. Husemoen |
|
Name: |
Joern S. Husemoen |
| Title: |
Chairman |
|
Title: |
Director |
| Merger Sub: |
|
| |
|
| CGT MERGE II LIMITED |
|
| |
|
| By: |
/s/Joern S. Husemoen |
|
| Name: |
Joern S. Husemoen |
|
| Title: |
Director |
|
| Catcha: |
|
| |
|
| CATCHA INVESTMENT CORP |
|
| |
|
| By: |
/s/ Patrick Grove |
|
| Name: |
Patrick Grove |
|
| Title: |
Chairman and Chief Executive Officer |
|
Exhibit A
Exchange and Support Agreement
[Intentionally Omitted]
Exhibit B
Form of Plan of Merger
[Intentionally Omitted]
Exhibit C
Form of A&R Articles of Surviving Entity
[Intentionally Omitted]
Exhibit D
Form of PubCo A&R Charter
[Intentionally Omitted]
Exhibit E
Form of Registration Rights Agreement
[Intentionally Omitted]
Exhibit F
Form of Lock-Up Agreement
[Intentionally Omitted]
Schedule 8.2
Conduct of Business of the Company
[Intentionally Omitted]
Schedule 8.3
Conduct of Business of Catcha
[Intentionally Omitted]
Schedule 9.1(d)
Required Consents
[Intentionally Omitted]
Exhibit
10.1
EXCHANGE
AND SUPPORT AGREEMENT
THIS EXCHANGE AND
SUPPORT AGREEMENT (this “Agreement”) is made the 3rd day of August, 2023.
AMONG (individually,
a “Party”; collectively, the “Parties”):
| (1) | Crown
LNG Holding AS, a private limited liability company incorporated under the laws of Norway
(the “Company”); |
| (2) | Crown
LNG Holdings Limited, a company limited by shares incorporated under the laws of the
Island of Jersey (“PubCo”); |
| (3) | Catcha
Investment Corp, a Cayman Islands company limited by shares (“Catcha”);
and |
| (4) | Each
of the persons set out in Schedule I to this Agreement (each such person, a “Shareholder”,
and together, the “Shareholders”). |
WHEREAS:
| (A) | The
Company, PubCo, Catcha and CGT Merge II Limited, a Cayman Islands company limited by shares,
and wholly owned by PubCo are entering into that certain Business Combination Agreement (the
“BCA”), substantially in the form attached as Exhibit A hereto (as the
same may be amended or supplemented from time to time), on or around the date hereof. |
| (B) | Pursuant
thereto, the Parties wish to enter into this Agreement in connection with the Exchange (as
defined in the BCA) and the Business Combination (as defined in the BCA). |
| (C) | Capitalized
terms used herein without being otherwise defined herein shall have the meanings assigned
thereto in the BCA. |
IT IS HEREBY AGREED as follows:
| 1. | SALE OF
THE SUBJECT SECURITIES |
| 1.1 | Each
Shareholder (a) acknowledges that such Shareholder is the sole legal and beneficial owner
of the number of each class and type of equity securities of the Company shown against such
Shareholder’s name in the column entitled the “Current Shares” on Schedule
I hereto (the “Current Shares”) (in addition to any other securities of
the Company acquired by such Shareholder after the date hereof and prior to the Closing,
including, without limitation, any equity securities issued or deemed issued to such Shareholder
in connection with the conversion or exchange of any other equity securities, or received
by such Shareholder pursuant to any reclassification, stock split, combination, stock dividend,
subdivision, recapitalization or the like, collectively, the “Subject Securities”),
and (b) expects to receive substantial benefits as a result of the consummation of the Exchange
subject to the terms of the BCA. |
| 1.2 | Each
Shareholder shall transfer to PubCo all right, title and interest in the Subject Securities
at the Exchange Effective Time (as defined in the BCA), details of which transfers are shown
against such Shareholder’s name in the column entitled “Subject Securities”
in Schedule I, and PubCo shall purchase such Subject Securities in consideration for the
issue by PubCo to such Shareholder new shares of common stock in the capital of PubCo having
the rights set out in the Articles of Association of PubCo (as may be amended from time to
time) in the amounts set out against such Shareholder’s name in the column entitled
“Exchange Consideration Shares” in Schedule I (the number of such shares applicable
to such Shareholder, the “Exchange Consideration Shares”) in all respects
in accordance with and pursuant to the BCA. |
| 1.3 | Each
Shareholder shall transfer the Subject Securities pursuant to this Agreement with full title
guarantee and free from any mortgage, charge, security interest, lien, pledge, assignment
by way of security, equity, claim, right of pre-emption, option, covenant, restriction, reservation,
lease, trust, order, decree, judgment, title defect (including, without limitation, any retention
of title claim), conflicting claim of ownership or any other encumbrance of any nature whatsoever
(whether or not perfected other than liens arising by operation of law), or any agreement,
arrangement or obligation to create any of the foregoing (other than pursuant to the articles
of incorporation of Crown or PubCo (as applicable) from time to time, or any restrictions
on transfer arising under applicable securities Laws) and together with all rights, title,
power and advantages attaching to them as at the Exchange Effective Time, including the right
to receive all dividends or distributions declared, made or paid on or after the Exchange
Effective Time. |
| 2.1 | The
sale and purchase of the Subject Securities pursuant to clause 1 shall take place
on pursuant to the below procedures: |
| |
2.1.1 | each
Shareholder, or the Company through the power of attorney granted to it by such Shareholder
pursuant to Section 4.1.2, as the case may be, will notify the Company of the transfer of
the Subject Securities by delivering to the Company an Exchange Transmittal Letter in favour
of PubCo in respect of the Subject Securities, duly signed and dated by or on behalf of such
Shareholder; |
| |
2.1.2 | PubCo
shall issue an Acquisition Notification to the Company Board of its purchase of the Subject
Securities covered by the completed and duly executed Exchange Transmittal Letter provided
by the Shareholders. |
| |
2.1.3 | the
Company agrees to approve the transfer of the Subject Securities upon receipt by it of the
Acquisition Notification by way of board resolution pursuant to the Norwegian Private Limited
Companies Act of 1997 Section 4-16; |
| |
2.1.4 | the
Company shall, subject to Clauses 2.1.2 and 2.1.3, enter the name of PubCo in the Company’s
shareholders’ registry as the holder of all the Subject Securities in the place of
the Shareholder and issue a confirmation to PubCo that PubCo has been registered as the owner
of the Subject Securities in the shareholders’ register of the Company; and |
| |
2.1.5 | PubCo
shall, conditional upon the Company writing up its shareholders’ registry in accordance with
clause 2.1.4 showing PubCo to be the holder of all the issued ordinary shares of the Company,
issue to each Shareholder the Exchange Consideration Shares as fully paid and unassessable
shares and shall procure that the name of each Shareholder is entered into the register of
members of PubCo as the holder of the Exchange Consideration Shares. |
PubCo
shall, following the Closing and during the Earnout Period, issue to each Shareholder the Earnout Shares, upon the terms and subject
to the conditions set forth in the BCA (the “Earnout”), as fully paid and unassessable shares and shall procure that
the name of each of such Shareholders is entered into the register of members of PubCo as the holder of the relevant number of Earnout
Shares.
| |
4.1.1 | Each
Shareholder hereby irrevocably and unconditionally agrees that, from and after the date hereof
and until the earlier of the Closing or the valid termination of the BCA (the “Effective
Period”), at any meeting of the shareholders of the Company (whether annual or
extraordinary and whether or not adjourned or postponed or any other meeting of the Company),
however called, on any written resolution, and in any action by written consent or resolution,
in each case of the shareholders of the Company (collectively, “such meeting or written
consent”), such Shareholder shall, solely in such Shareholder’s capacity as a
shareholder of the Company, do the following as applicable: (i) when such meeting is held,
appear at such meeting or otherwise cause the Subject Securities to be counted as present
thereat for the purpose of establishing a quorum; (ii) vote the Subject Securities (or execute
and return an action by written consent), or cause the Subject Securities to be voted (or
validly execute and return and cause such consent to be granted with respect to), at such
meeting or written consent in favor of the BCA, and the dealing with of the Subject Securities
in accordance with the BCA, and the transactions contemplated thereby, including without
limitation the Exchange and the KGLNG Transaction (as defined in the BCA) and the GBTRON
Transaction (as defined in the BCA) (collectively, the “Transactions”),
including with respect to any matter in furtherance of the Transactions or by any Ancillary
Document for which a vote or approval of the shareholders of the Company is required (the
“Transaction Approvals”); or (iii) vote the Subject Securities (or execute
and return an action by written consent), or cause the Subject Securities to be voted (or
validly execute and return and cause such consent to be granted with respect to), at such
meeting or written consent against any Acquisition Proposal (as defined in BCA). |
| |
4.1.2 | Each
Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements
previously given or entered into with respect to the Subject Securities. Each Shareholder,
to the maximum extent not prohibited by applicable Law, does hereby constitute, appoint and
grant to the Company full power to act without others, as its true and lawful representative,
agent and attorney-in-fact, in its name, place and stead, to make, execute or sign, acknowledge,
swear to, verify, deliver, record, file and/or publish, as applicable, such actions, documents,
deeds, agreements or instruments as may be required under the laws of Norway or any other
jurisdiction or otherwise in connection with the Transaction Approvals (including executing
and delivering any Ancillary Document required to be executed by the Shareholder pursuant
to the BCA, any Exchange Transmittal Letter (including any related document and instrument)
in connection with the Exchange, and any document or instrument relating to such Shareholder’s
ownership of the Subject Securities). Each Shareholder hereby empowers each agent and attorney-in-fact
acting pursuant hereto to determine in its sole discretion the time when, purpose for and
manner in which any power herein conferred upon it shall be exercised, and the conditions,
provisions and covenants of any instruments or documents that may be executed by it pursuant
hereto. The agency and powers of attorney granted herein shall be unconditional and irrevocable,
and shall survive the death, incompetency, incapacity, disability, insolvency or dissolution
of any Shareholder (regardless of whether the Company has notice thereof). Each Shareholder
agrees to execute such other documents as the Company may reasonably request in order to
effect the intention and purposes of the agency and power of attorney contemplated by this
Section 4.1.2. Each Shareholder hereby approves, authorizes and ratifies everything which
the Company shall lawfully do or purport to do pursuant to Section 4.1.2. |
| 4.1.3 | Each
Shareholder hereby covenants and agrees that it shall not, at any time prior to the earlier
of the termination of this Agreement or the Closing, (i) enter into any voting agreement
or voting trust with respect to any of the Subject Securities that is inconsistent with its
obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect
to any of the Subject Securities that is inconsistent with its obligations pursuant to this
Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent
with, or would interfere with, or prohibit or prevent it from satisfying, its obligations
pursuant to this Agreement. |
In
consideration for the payments and other benefits to be received by each Shareholder under the terms of the BCA, subject to and effective
as of the Closing, each Shareholder, for and on behalf of himself, herself or itself and each of his, her or its, as applicable, heirs,
executors, administrators, personal representatives, successors, assigns, subsidiaries, predecessors, parent companies, shareholders
and Affiliates and in each case, each of their respective Affiliates, officers, directors, partners, employees, agents, attorneys, and
other representatives, hereby acknowledges full and complete satisfaction of and fully and irrevocably releases and forever discharges
the Company, PubCo, Catcha (and, for the avoidance of doubt, the Trust Account), the Target Companies, each of their respective subsidiaries
and their predecessors, successors, assignees, parent companies, shareholders and investors (direct and indirect) and, in each case,
each of their respective Affiliates, officers, directors, partners, employees, agents, attorneys and other representatives, past and
present (collectively, the “Released Entities”), from liability on or for any and all charges, claims, controversies,
actions, causes of action, cross claims, counterclaims, demands, debts, duties, sanctions, fines, compensatory damages, liquidated damages,
punitive or exemplary damages, other damages, claims for costs, attorney’s fees, sums of money, suits, contracts, covenants, controversies,
agreements, promises, responsibilities, obligations and accounts of any kind, nature or description whatsoever in Law or in equity (“Claims”),
direct or indirect, past, present and future, and whether or not now or heretofore known, suspected, matured or unmatured, contingent
or uncontingent, or claimed against the Released Entities, through and including the Closing, arising out of, or relating to, (i) such
Shareholder’s ownership of equity or debt interests in any Target Company, including the Company, prior to the Closing (including
any and all Claims such Shareholder may have against the Released Entities in such Shareholder’s capacity as a securityholder or
a debtholder of any Target Company) and (ii) the organization, management or operation of the businesses of any Target Company relating
to any matter, occurrence, action, inaction, omission or activity prior to the Closing, in each case, in such Shareholder’s capacity
as an equity or debt securityholder; provided, that such release shall not release the Released Entities for (i) any liabilities or Claims
that such Shareholder has pursuant to such Shareholder’s right to receive such Shareholder’s portion of the Exchange Consideration
or Earnout Shares (as applicable) determined in accordance with, and subject to, the terms of, and the steps set forth in, the BCA, (ii)
any Claims arising out of or related to the Released Entities’ respective Organizational Documents, to provide indemnification,
reimbursement or advancement of expenses to such Shareholder in respect of actions taken or omitted in such Shareholder’s capacity
as an officer and/or director of such Released Entity prior to the Closing, (iii) any Claims arising out of or related to the Released
Entities’ contracts with or obligations to any Shareholder in respect of compensation arrangements as an officer and/or director
of such Released Entity prior to the Closing, or (iv) any Claims arising under, or in connection with, any commercial agreements as between
any Shareholder or its Affiliates and any Released Entity.
Each
Shareholder agrees that such Shareholder will not, prior to the Closing, (i) sell, transfer, pledge, encumber, assign, grant an
option with respect to, hedge, swap, convert, dispose of or otherwise transfer any of the economic consequences of ownership
(collectively, “Transfer”) of any Subject Securities, (ii) enter into any contract, option, put, swap, warrant,
call or other arrangement or understanding with respect to any Transfer of any of the Subject Securities or any interest therein, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided however that (A) in the
case of East LNG PTE Ltd only, the foregoing shall not restrict any Transfers of the Subject Securities held by East LNG PTE Ltd. to
its shareholders or other third parties, provided that in such case, such Transfers are effected within 45 calendar days of this
Agreement, and such transferees agree to execute this Agreement and the Lock-up Agreement, and further provided that (B) in the case
of all other Shareholders who are the initial parties to this Agreement as of the date hereof, other than any Shareholder that is
owned or controlled by any officers or directors of Crown, the foregoing shall not restrict any Transfers of any Subject Securities
by such Shareholders to a third party, provided that in such case, such Transfers are effected within 45 calendar days of this
Agreement, and such transferees agree to execute this Agreement.
| 4.4.1 | Each
Shareholder expressly acknowledges and agrees that (i) such Shareholder is receiving good
and valuable consideration sufficient to make this Agreement, and each of the terms herein,
binding and fully enforceable, each of the restrictions contained in this Agreement are supported
by adequate consideration and are reasonable in all respects (including with respect to subject
matter, time period and geographical area) and such restrictions are necessary to protect
the Company’s, PubCo’s and Catcha’s interest in, and value of, the Company’s
business (including the goodwill inherent therein), and (ii) the Company, PubCo and Catcha
would not have entered into the BCA and this Agreement or consummated the transactions contemplated
thereby or hereby without the restrictions contained in this Agreement. |
| 4.4.2 | The
Parties acknowledge and agree that the amount of actual damages suffered by PubCo, the Company
and Catcha in the event of an actual or threatened breach of this Agreement would be difficult
or impossible to accurately calculate and there may be irreparable damages to PubCo, the
Company or Catcha in the event of such an actual or threatened breach. Consequently, the
Parties agree that in addition to any other remedy or relief to which it may be entitled,
in the event of a breach or threatened breach of this Agreement, PubCo, the Company, Catcha
or their respective successors and assigns shall be entitled to an injunction or injunctions
to prevent breaches of any of the terms or provisions of this Agreement, and to enforce specifically
the performance by each Shareholder. Each Shareholder hereby agrees to waive any defense
in any suit that PubCo, the Company or Catcha has an adequate remedy at Law and hereby agrees
to waive any requirement to post any bond in connection with obtaining such relief. |
| 4.4.3 | If
the final judgment of a court of competent jurisdiction declares that any term or provision
of this Agreement is invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce the scope,
duration or area of the term or provision, to delete specific words or phrases, or to replace
any invalid or unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or unenforceable
term or provision, and this Agreement shall be enforceable as so modified after the expiration
of the time within which the judgment may be appealed. |
| 4.4.4 | Notwithstanding
anything to the contrary set forth herein, the Parties acknowledge and agree that this Section
4 is not intended to be, and is not, an admission or acknowledgement by any Person that money
damages or any other monetary payment would be a sufficient remedy for a breach of this Agreement,
or that the inability to obtain a monetary remedy by virtue of the limitations in this Section
4.4 will limit a Party’s ability to obtain injunctive relief or specific performance
in accordance with this Section 4.4. Except as otherwise expressly provided herein, any and
all remedies provided herein will be deemed cumulative with and not exclusive of any other
remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party
of any on remedy will not preclude the exercise of any other remedy. |
| 4.5 | Shareholder Representations
and Warranties |
Each
Shareholder represents and warrants to PubCo, the Company and Catcha (solely with respect to such Shareholder and not with respect to
any other shareholder of the Company) that:
| 4.5.1 | (i)
if such Shareholder is a corporation, limited liability company, partnership, trust, proprietorship
or other legal entity, it has all necessary corporate, limited liability company, limited
partnership or other applicable power and authority (or, if such Shareholder is a natural
person, such Shareholder has the legal capacity) to execute and deliver this Agreement and
to perform the Shareholder’s obligations hereunder; (ii) the execution, delivery and
performance of this Agreement and the transactions contemplated by this Agreement by such
Shareholder have been duly and validly authorized by all necessary action on the part of
such Shareholder; (iii) the execution, delivery and performance of this Agreement and the
transactions contemplated by this Agreement by such Shareholder will not, directly or indirectly
(with or without notice or lapse of time), contravene, conflict with or result in a violation
of, if the Shareholder is an entity, the organizational documents of such Shareholder or
such Shareholder’s Affiliates; (iv) the execution and delivery of this Agreement does
not, and the performance by the Shareholder of the Shareholder’s obligations hereunder
will not, result in the creation or imposition of any Lien upon the Subject Securities and
(v) the execution and delivery of this Agreement does not, and the performance by the Shareholder
of the Shareholder’s obligations hereunder will not, directly or indirectly (with or
without notice or lapse of time), contravene, conflict with or result in a violation of any
Law. |
| 4.5.2 | Such
Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid
and binding obligation of the Shareholder, enforceable against the Shareholder in accordance
with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting
or relating to enforcement of creditors’ rights generally and (y) is subject to general
principles of equity), and the Shareholder is the sole legal and beneficial owner of, and
has good and valid title, to, all of the Subject Securities, and there exist no Liens or
any other limitation or restriction (including any restriction on the right to vote, sell
or otherwise dispose of the Subject Securities). Such Shareholder has the sole right to vote
the Subject Securities, and none of the Subject Securities are subject to any proxy, voting
trust or other similar agreement or arrangement. The Current Shares are the only equity securities
of the Company owned legally or beneficially by such Shareholder on the date hereof, the
Shareholder does not own beneficially or legally have the right to acquire, or have any other
interest in, any other equity securities of the Company or any of its Subsidiaries, or any
rights to acquire, or any securities that are convertible into, any of the foregoing. |
| 4.5.3 | Such
Shareholder has received a copy of the BCA and the Ancillary Documents substantially in the
form of which (subject to the terms and conditions hereof) such Shareholder shall become
a party to the Registration Rights Agreement in such Shareholder’s capacity as a Company
Holder (as such term is defined therein) and/or the Lock-Up Agreement in such Shareholder’s
capacity as a Company Holder (as such term is defined therein) at the Closing, as applicable,
and have the rights, and be subject to the obligations set forth therein. |
| 4.5.4 | Such
Shareholder (i) has full voting power, full power of disposition and full power to issue
instructions with respect to the matters set forth herein, in each case, with respect to
the Subject Securities, (ii) has not entered into any voting agreement or voting trust with
respect to any of the Subject Securities that is inconsistent with such Shareholder’s
obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney
with respect to any of the Subject Securities that is inconsistent with such Shareholder’s
obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking
that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from
satisfying, its obligations pursuant to this Agreement. |
| 4.5.5 | Such
Shareholder has relied upon its own tax, legal and financial advisers in connection with
its decision to enter into this Agreement and is responsible for any tax liability arising
as a result of the transactions contemplated herein. |
| 4.5.6 | There
is no Action pending or, to the Shareholder’s knowledge, threatened against the Shareholder
that, if adversely decided or resolved, would reasonably be expected to adversely affect
the ability of the Shareholder to perform, or otherwise comply with, any of its covenants,
agreements or obligations under this Agreement in any material respect. No Consent of or
with any Governmental Authority or any Person on the part of the Shareholder is required
to be obtained or made in connection with the execution, delivery or performance by the Shareholder
of this Agreement. |
| 5. | TERMINATION;
AMENDMENTS AND WAIVERS; ASSIGNMENT |
| 5.1 | This
Agreement shall automatically terminate, without any notice or other action by any Part,
and be void ab initio upon the valid termination of the BCA pursuant to Section 10.1 (Termination)
thereof and, upon such termination shall be of no further force and effect, without the creation
or imposition of any penalty, liability or obligation upon any Party. Upon termination of
this Agreement as provided in the immediately preceding sentence, none of the Parties shall
have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding
the foregoing or anything to the contrary in this Agreement, the termination of this Agreement
pursuant to this Section 6.1 shall not affect any liability on the part of any Party for
a willful breach of any covenant or agreement set forth in this Agreement prior to such termination
or fraud. |
| 5.2 | Any
provision of this Agreement may be amended or waived if, and only if, such amendment or waiver
is in writing and signed by the Shareholders, Catcha, PubCo and the Company. Notwithstanding
the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or
further exercise of any other right hereunder. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assignable by any Shareholder without PubCo’s,
the Company’s and Catcha’s prior written consent. |
| 5.3 | This
Agreement may be executed in any one or more number of counterparts each of which, when executed
and delivered, constitute an original of this Agreement but all the counterparts will, together,
constitute one and the same agreement. |
| 5.4 | Each
Party undertakes with the other to do, execute, perform or procure to be done executed or
performed all such further acts, documents and things as such other or others of them may
reasonably require to give effect to this Agreement. |
| 5.5 | Each
Party shall bear its own costs for the preparation and implementation of this Agreement. |
| 5.6 | No
variation of this Agreement shall be valid unless made in writing and signed by or on behalf
of each Party. |
All
notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be deemed to have
been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with confirmation of transmission)
prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one (1) Business Day following sending
by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days following mailing by certified or registered
mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this
Section 7, notices, demands and other communications shall be sent to the addresses indicated below:
Crown
LNG Holdings Limited
3rd
Floor, 44 Esplanade
St. Helier,
Jersey
JE4 9WG
Attn: Jørn
Husemoen
Telephone
No.: + 47 980 25 359
Email:
jorn@crownlng.com
with
a copy (which shall not constitute notice) to:
Nelson
Mullins Riley & Scarborough LLP
101 Constitution
Avenue, NW Suite 900
Washington,
D.C. 20001
Attn: Andy
Tucker
Facsimile
No.: (202) 689-2860
Telephone
No.: (202) 689-2987
Email:
Andy.Tucker@nelsonmullins.com
| (ii). | If
to the Company, to: |
Crown
LNG Holding AS
Skøyen
Atrium
Drammensveien
147
0277 Oslo,
Norway
Attn: Jørn
Husemoen
Telephone
No.: + 47 980 25 359
Email:
jorn@crownlng.com
with
a copy (which shall not constitute notice) to:
Nelson
Mullins Riley & Scarborough LLP
101 Constitution
Avenue, NW Suite 900
Washington,
D.C. 20001
Attn: Andy
Tucker
Facsimile
No.: (202) 689-2860
Telephone
No.: (202) 689-2987
Email:
Andy.Tucker@nelsonmullin.com
Catcha
Investment Corp
Level 42,
Suntec Tower Three,
8 Temasek
Blvd, Singapore 038988
Attn: Patrick
Grove
Telephone
No.: +65 6829-2294
| |
Email: |
pg@catchagroup.com; |
|
| |
|
luke@catchagroup.com; |
|
| |
|
kit@catchagroup.com |
|
with
a copy (which shall not constitute notice) to:
Goodwin
Procter LLP
38/F Edinburgh
Tower, The Landmark Central, Hong Kong, China
Attn: Daniel
Dusek, Douglas Freeman and Victor Chen
Telephone
No.: 852- 3658-5300
| |
Email: |
DDusek@goodwinlaw.com; |
|
| |
|
DFreeman@goodwinlaw.com; |
|
| |
|
VChen@goodwinlaw.com. |
|
| (iv). | If
to a Shareholder, to the address set forth on Schedule I or to such other address as the
Party to whom notice is given may have previously furnished to the other Party in writing
in the manner set forth above. |
| 7.1 | This
Agreement and the documents referred to herein and therein constitute the entire agreement
of the Parties with respect to the subject matter of this Agreement, and supersede all prior
agreements and undertakings, both written and oral, among the Parties to this Agreement with
respect to the subject matter of this Agreement, except as otherwise expressly provided in
this Agreement. |
| 7.2 | This
Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and the Released Entities and is not intended, nor shall be construed,
to give any Person, other than the Parties and their respective successors and assigns and
the Released Entities, any legal or equitable right, benefit or remedy of any nature whatsoever
by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to
or shall constitute the Parties, partners or participants in a joint venture. |
| 7.3 | Each
Shareholder hereby agrees to use such Shareholder’s best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things reasonably necessary
under applicable Laws to consummate the Transactions on the terms and subject to the conditions
set forth in the BCA and the Ancillary Documents. |
| 7.4 | Section
8.13 (Public Announcements), Section 12.7 (Severability), Section 12.11 (Interpretation),
Section 12.12 (Counterparts), Section 12.4 (Governing Law; Venue) and Section 12.5 (Waiver
of Jury Trial) of the BCA are incorporated herein by reference, mutatis mutandis. |
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
The Parties have executed this Agreement
the day and year first above written.
| /s/ Jørn Skule Husemoen |
|
| Name: |
Jørn Skule Husemoen |
|
| Title: |
Chairman of the Board |
|
| For and on behalf of |
|
| Crown LNG Holding AS |
|
| |
|
| /s/ Jørn Skule Husemoen |
|
| Name: |
Jørn Skule Husemoen |
|
| Title: |
Director |
|
| For and on behalf of |
|
| Crown LNG Holdings Limited |
|
| |
|
| /s/ Patrick Grove |
|
| Name: |
Patrick Grove |
|
| Title: |
Chairman and Chief Executive Officer |
|
| For and on behalf of |
|
| Catcha Investment Corp |
|
[Signatures
continued on following pages]
[Signature
Page – Exchange and Support Agreement]
The Parties have
executed this Agreement the day and year first above written.
COMPANY DIRECTORS AND OFFICERS:
| /s/ Jørn Skule Husemoen |
|
| Jørn
Skule Husemoen |
|
| |
|
| /s/ Swapan Kataria |
|
| Swapan
Kataria |
|
| |
|
| /s/ Aslak
Aslaksen |
|
| Aslak
Aslaksen |
|
[Signatures
continued on following pages]
[Signature
Page – Exchange and Support Agreement]
The Parties have executed this Agreement
the day and year first above written.
SHAREHOLDERS:
| /s/ Serhii Lazariev |
|
/s/ JDR |
|
| Title: Authorized Signatory |
|
Title: Authorized Signatory |
|
| Name: Serhii Lazariev |
|
Name: JDR |
|
| For and on behalf of |
|
For and on behalf of |
|
| Aurora Terra AG |
|
Houghton Trading Ltd |
|
| |
|
|
|
| /s/ Jørn Skule Husemoen |
|
/s/ Swapan Kataria |
|
| Title: Director |
|
Title: Authorized Signatory |
|
| Name: Jørn Skule Husemoen |
|
Name: Swapan Kataria |
|
| For and on behalf of |
|
For and on behalf of |
|
| Black Kite AS |
|
Kataria Capital Corporation |
|
| |
|
|
|
| /s/ Swapan Kataria |
|
/s/ Rohit Kumar |
|
| Title: Director |
|
Rohit Kumar, individually |
|
| Name: Swapan Kataria |
|
|
|
| For and on behalf of |
|
|
|
| East LNG Pte Ltd. |
|
|
|
| |
|
|
|
| /s/ Patricia Po Min Lee |
|
/s/ Srinivas Rao Devavarapu |
|
| Title: Director |
|
Title: Director |
|
| Name: Patricia Po Min Lee |
|
Name: Srinivas Rao Devavarapu |
|
| For and on behalf of |
|
For and on behalf of |
|
| Fu Qiang Ltd |
|
Raghava Corporate Pte Ltd |
|
| |
|
|
|
| /s/ Ashish Dixit |
|
/s/ Per Grobstok |
|
| Title: Director |
|
Title:Authorized Signatory |
|
| Name: Ashish Dixit |
|
Name: Per Grobstok |
|
| For and on behalf of |
|
For and on behalf of |
|
| GBTron Ltd |
|
Service Invest AS |
|
| |
|
|
|
| /s/
Jørn Skule Husemoen |
|
/s/ Swapan Kataria |
|
| Title: Chairman of the Board |
|
Title: Director |
|
| Name: Jørn Skule Husemoen |
|
Name: Swapan Kataria |
|
| For and on behalf of |
|
For and on behalf of |
|
| Crown LNG Holding AS |
|
Crown LNG Holding AS |
|
| |
|
|
|
| /s/ Aslak Aslaksen |
|
|
|
| Title: Director |
|
|
|
| Name: Aslak Aslaksen |
|
|
|
| For and on behalf of |
|
|
|
| Crown LNG Holding AS |
|
|
|
[Signature Page – Exchange and Support Agreement]
Schedule
I
Information
of Shareholders
[Intentionally
Omitted]
Exhibit
A
Business
Combination Agreement
[Intentionally
Omitted]
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (as it may be
amended, supplemented or restated from time to time in accordance with its terms, this “Registration Rights Agreement”),
dated as of the Closing Date (the “Effective Date”), is made by and among (i) Catcha Holdings LLC, a Cayman Islands
limited liability company (the “Sponsor”); (ii) Crown LNG Holding AS, a private limited liability company incorporated
under the laws of Norway (the “Company”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively,
the “Company Holders”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, the “Sponsor
Holders”); (v) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands
(“PubCo”); (vi) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”);
and (vii) any person or entity who hereafter becomes a party to this Registration Rights Agreement pursuant to Section 3.11 of
this Registration Rights Agreement (together with the Sponsor, the Company Holders and the Sponsor Holders, at all times when such parties
hold Registrable Securities (as defined below), the “Holders” and each, a “Holder” and may be referred
to herein as a “Party” and collectively as the “Parties”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the BCA (as defined below).
RECITALS
WHEREAS, Catcha, PubCo, the Company, and CGT Merge
II Limited, a Cayman Islands exempted company with limited liability have entered into that certain Business Combination Agreement, dated
as of August 3, 2023 (as it may be amended, supplemented or restated from time to time in accordance with the terms of such agreement,
the “BCA”);
WHEREAS, Catcha, the Sponsor, and certain other
parties hereto are parties to that certain Registration and Shareholder Rights Agreement, dated February 11, 2021 (the “Original
RRA”);
WHEREAS, as a condition to the consummation of
the transactions contemplated by the BCA, Catcha and the Sponsor desire to amend and restate the Original RRA in the form of this Registration
Rights Agreement; and
WHEREAS, on the Effective Date, the Parties desire
to set forth their agreement with respect to registration rights in accordance with the terms and conditions of this Registration Rights
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Registration Rights Agreement, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
Article
I
DEFINITIONS
1.1 Definitions.
As used in this Registration Rights Agreement, the following terms shall have the following meanings:
“Additional Holder” has the
meaning set forth in Section 3.11.
“Additional Holder Common Shares”
has the meaning set forth in Section 3.11.
“Adverse Disclosure” means any
public disclosure of material non-public information, which disclosure, in the good faith determination of the board of directors of PubCo,
after consultation with counsel to PubCo, (a) would be required to be made in any Registration Statement or Prospectus in order for the
applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the
circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement
were not being filed, declared effective or used, as the case may be, and (c) PubCo has a bona fide business purpose for not making
such information public.
“Affiliate” of any particular
Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the
possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting
securities, its capacity as a sole or managing member or otherwise.
“Automatic Shelf Registration Statement”
has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.
“BCA” has the meaning set forth
in the Recitals.
“Beneficially Own” has the meaning
set forth in Rule 13d-3 promulgated under the Exchange Act.
“Common Shares” means the ordinary
shares of no par value each in the capital of PubCo.
“Confidential Information” means
any confidential, non-public information of PubCo or its subsidiaries.
“Demanding Holders” has the
meaning set forth in Section 2.1(c).
“Effective Date” has the meaning
set forth in the Preamble.
“Equity Securities” means, with
respect to any Person, all of the shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other
ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity
of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person
of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom
equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership or member
interests therein), whether voting or nonvoting.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any successor thereto, as the same shall be in effect from time to time.
“FINRA” means the Financial
Industry Regulatory Authority, Inc.
“Form F-1 Shelf” has the meaning
set forth in Section 2.1(a).
“Form F-3 Shelf” means a Shelf
Registration on Forms F-3 or S-3, as applicable, or any similar short-form registration.
“Holder” means any holder of
Registrable Securities who is or becomes a Party to, or who succeeds to rights under this Registration Rights Agreement pursuant to Section
3.1.
“Holder Information” has the
meaning set forth in Section 2.10(b).
“Registration Rights Agreement”
has the meaning set forth in the Preamble.
“Joinder” has the meaning set
forth in Section 3.1(a)
“Lock-Up Period” means the time
period during which a Holder is prohibited from selling Common Shares pursuant to contractual arrangements with PubCo.
“Maximum Number of Securities”
has the meaning set forth in Section 2.1(f).
“Minimum Takedown Threshold”
has the meaning set forth in Section 2.1(c).
“Misstatement” means an untrue
statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus,
or necessary to make the statements in a Registration Statement or Prospectus, in the light of the circumstances under which they were
made, not misleading.
“Original RRA” has the meaning
set forth in the Recitals.
“Party” has the meaning set
forth in the Preamble.
“Piggyback Holders” has the
meaning set forth in Section 2.2(a).
“Piggyback Registration” has
the meaning set forth in Section 2.2(a).
“Potential Takedown Participant”
has the meaning set forth in Section 2.1(d).
“Prospectus” means the prospectus
included in any Registration Statement, all amendments (including post-effective amendments) and supplements to such prospectus, and all
material incorporated by reference in such prospectus.
“PubCo” has the meaning set
forth in the Preamble.
“Registrable Securities”1
means at any time (a) any Common Shares or PubCo Warrants (as defined in the BCA) outstanding on the Closing Date, (b) any Common Shares
issued or issuable upon the exercise of the PubCo Warrants, and (c) any Equity Securities of PubCo or any Subsidiary of PubCo that may
be issued or distributed or be issuable with respect to the securities referred to in clauses (a) or (b) by way of conversion,
dividend, stock or share split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar
transaction, in each case held by a Holder, other than any security received pursuant to an incentive plan adopted by PubCo on or after
the Closing Date; provided, however, that any such Registrable Securities shall cease to be Registrable Securities to the
extent (A) a Registration Statement with respect to the sale of such Registrable Securities has become effective under the Securities
Act and such Registrable Securities have been sold, transferred, disposed of or exchanged in accordance with the plan of distribution
set forth in such Registration Statement, (B) such Registrable Securities shall have ceased to be outstanding, (C) such Registrable Securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction, (D) such
Registrable Securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by PubCo and subsequent public distribution of them shall not require registration under the Securities Act
or (E) such Common Shares are eligible for resale without any volume restrictions pursuant to Rule 144.
“Registration” means a registration,
including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar document in compliance
with the requirements of the Securities Act, and such registration statement becoming effective.
“Registration Expenses” means
the expenses of a Registration or other Transfer pursuant to the terms of this Registration Rights Agreement, including the following:
(a) all
SEC or securities exchange registration and filing fees (including fees with respect to filings required to be made with FINRA);
(b) all
fees and expenses of compliance with securities or blue sky Laws (including fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);
(c) all
printing, messenger, telephone and delivery expenses;
(d) all
fees and disbursements of counsel for PubCo;
(e) all
fees and disbursements of all independent registered public accountants of PubCo incurred in connection with such Registration or Transfer,
including the expenses of any special audits and/or comfort letters required or incident to such performance and compliance;
| 1 | NTD: To be updated, as applicable, to include Common Shares
purchased in any Private Placement (as defined in the BCA). |
(f) reasonable
out-of-pocket fees and expenses of (a) one (1) U.S. legal counsel and (b) local counsel in any other applicable jurisdiction(s), in each
case selected by the majority-in-interest of the Demanding Holders;
(g) the
costs and expenses of PubCo relating to analyst and investor presentations or any “road show” undertaken in connection with
the Registration and/or marketing of the Registrable Securities; and
(h) any
other fees and disbursements customarily paid by the issuers of securities.
“Registration Statement” means
any registration statement that covers the Registrable Securities pursuant to the provisions of this Registration Rights Agreement, including
the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Representatives” means, with
respect to any Person, any of such Person’s officers, directors, managers, members, equityholders, employees, agents, attorneys,
accountants, actuaries, consultants, or financial advisors or other Person acting on behalf of such Person.
“Requesting Holder” has the
meaning set forth in Section 2.1(d).
“SEC” means the United States
Securities and Exchange Commission.
“Securities Act” means the Securities
Act of 1933, as amended, and any successor thereto, as the same shall be in effect from time to time.
“Shelf” has the meaning set
forth in Section 2.1(a).
“Shelf Registration”
means a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415
promulgated under the Securities Act.
“Shelf Takedown” means an Underwritten
Shelf Takedown or any proposed transfer or sale using a Registration Statement.
“Shelf Takedown Request” has
the meaning set forth in Section 2.1(e).
“Special Holder” means, together,
the Sponsor, the Sponsor Holders and the Company Holders.
“Sponsor” has the meaning set
forth in the Preamble.
“Sponsor Holder” has the meaning
set forth in the Preamble.
“Subsequent Shelf Registration”
has the meaning set forth in Section 2.1(b).
“Transfer” means, when used
as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition by the Transferor (whether by operation
of law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily, transfers, sells, pledges or hypothecates
or otherwise disposes of (whether by operation of law or otherwise), including, in each case, (a) the establishment or increase of a put
equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the
Exchange Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole
or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise. The terms “Transferee,” “Transferor,” “Transferred,” and other
forms of the word “Transfer” shall have the correlative meanings.
“Underwriter” means any investment
banker(s) and manager(s) appointed to administer the offering of any Registrable Securities as principal in an Underwritten Offering.
“Underwritten Offering” means
a Registration in which securities of PubCo are sold to an Underwriter for distribution to the public.
“Underwritten Shelf Takedown”
has the meaning set forth in Section 2.1(c).
“Well-Known Seasoned Issuer”
has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.
“Withdrawal Notice” has the
meaning set forth in Section 2.1(f).
1.2 Interpretive
Provisions. For all purposes of this Registration Rights Agreement, except as otherwise provided in this Registration Rights Agreement
or unless the context otherwise requires:
(a) the
singular shall include the plural, and the plural shall include the singular, unless the context clearly prohibits that construction.
(b) the
words “hereof”, “herein”, “hereunder” and words of similar import, when used
in this Registration Rights Agreement, refer to this Registration Rights Agreement as a whole and not to any particular provision of this
Registration Rights Agreement.
(c) references
in this Registration Rights Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated
thereunder.
(d) whenever
the words “include”, “includes” or “including” are used in this Registration Rights Agreement, they
shall mean “without limitation.”
(e) the
captions and headings of this Registration Rights Agreement are for convenience of reference only and shall not affect the interpretation
of this Registration Rights Agreement.
(f) pronouns
of any gender or neuter shall include, as appropriate, the other pronoun forms.
(g) the
word “or” shall be construed to mean “and/or” and the words “neither,” “nor,” “any,”
“either” and “or” shall not be exclusive, unless the context clearly prohibits that construction.
Article
II
REGISTRATION RIGHTS
2.1 Shelf
Registration.
(a) Filing.
PubCo shall file, as soon as reasonably practical, but in no event later than sixty (60) days after the Closing Date, a Registration Statement
for a Shelf Registration on Form F-1 or S-1, as applicable, or any similar long-form registration (the “Form F-1 Shelf,”
and, together with any Subsequent Shelf Registration, the “Shelf”), in each case, covering the resale of all Registrable
Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis. PubCo shall use its reasonable
best efforts to cause the Shelf to become effective as soon as practicable after such filing, but in no event later than sixty (60) days
after the initial filing thereof, which shall be extended to one hundred twenty (120) days after the initial filing thereof if the Registration
Statement is reviewed by, and comments thereto are provided from, the SEC. The Shelf shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Special Holder. PubCo shall
maintain the Shelf in accordance with the terms of this Registration Rights Agreement, and shall prepare and file with the SEC such amendments,
including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. PubCo shall
use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon
as practicable after PubCo is eligible to use Form F-3 or S-3, as applicable, or any similar short-form registration.
(b) Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while there are any Registrable
Securities outstanding, PubCo shall use its reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again
become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such
Shelf), and shall use its reasonable best efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably
expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional Registration Statement
as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all outstanding Registrable Securities
from time to time, and pursuant to any method or combination of methods legally available to, and requested by, any Special Holder. If
a Subsequent Shelf Registration is filed, PubCo shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the
Subsequent Shelf Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer at the time
of filing) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities outstanding. Any such Subsequent Shelf Registration
shall be on Form F-3 or Form S-3, as applicable, or any similar short-form registration to the extent that PubCo is eligible to use such
form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable
Securities that are not registered for resale on a delayed or continuous basis, PubCo, upon request of a Holder, shall promptly use its
reasonable best efforts to cause the resale of such Registrable Securities to be covered by either, at PubCo’s option, the Shelf
(including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as
practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms of this Registration Rights
Agreement.
(c) Requests
for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf has been declared effective by the SEC, the Special
Holders may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant
to the Shelf (each, an “Underwritten Shelf Takedown” and such Special Holders the “Demanding Holders”));
provided that PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities
with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $15 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall
be made by giving written notice to PubCo, which shall specify the approximate number of Registrable Securities proposed to be sold in
the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf
Takedown; provided that each Special Holder agrees that the fact that such a notice has been delivered shall constitute Confidential
Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or shareholder of
such Special Holder), unless (a) such information becomes known to the public through no fault of such Special Holder or (b) disclosure
is required by applicable Law or court of competent jurisdiction or requested by a Governmental Authority. PubCo shall have the right
to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment
banks), and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent
of the Special Holders which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary
contained in this Registration Rights Agreement, in no event shall any Special Holder or any Transferee thereof request an Underwritten
Shelf Takedown during the Lock-Up Period applicable to such Person. The Special Holders may in the aggregate demand not more than three
(3) Underwritten Shelf Takedowns pursuant to this Section 2.1(c) in any twelve (12) month period, subject to the proviso in the
first sentence of this Section 2.1(c). For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block
trades; provided that other Special Holders with Registrable Securities shall have to exercise any piggy-back rights on any such
block trade no later than twenty four (24) hours following receipt of any written notice regarding such block trade, which notice shall
contain a summary of all material terms of such block trade, to the extent then known.
(d) Shelf
Takedown Participation. Promptly upon receipt of a Shelf Takedown Request (but in no event more than three (3) Business Days thereafter
(or more than twenty-four (24) hours thereafter in connection with an underwritten “block trade”)) for any Underwritten Shelf
Takedown, PubCo shall deliver a notice (a “Shelf Takedown Notice”) to each other Special Holder, with Registrable Securities
covered by the applicable Registration Statement (each, a “Potential Takedown Participant”). The Shelf Takedown Notice
shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable
Securities as each such Potential Takedown Participant may request in writing (each a “Requesting Holder”). PubCo shall
include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which PubCo has received written requests for
inclusion therein within three (3) Business Days (or within twenty-four (24) hours in connection with an underwritten “block trade”)
after the date that the Shelf Takedown Notice has been delivered. Any Requesting Holder’s request to participate in an Underwritten
Shelf Takedown shall be binding on the Requesting Holder; provided that each such Requesting Holder that elects to participate
may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at
a price per share (after giving effect to any underwriters’ discounts or commissions) to such Requesting Holder of not less than
a percentage of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Requesting
Holder’s election to participate, as specified in such Requesting Holder’s request to participate in such Underwritten Shelf
Takedown (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to
the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown
and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 2.1(d)
shall be determined by the Demanding Holders.
(e) Reduction
of Underwritten Shelf Takedowns. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advise
PubCo, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Shares or other Equity
Securities that PubCo desires to sell and all other Common Shares or other Equity Securities, if any, that have been requested to be sold
in such Underwritten Offering pursuant to separate written contractual piggyback registration rights held by any other shareholders, exceeds
the maximum dollar amount or maximum number of Equity Securities that can be sold in the Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then PubCo shall include
in such Underwritten Offering, as follows: at all times (i) first, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective then-ownership of Registrable Securities of each Demanding Holder and Requesting Holder
(if any) that has requested to be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the Common Shares or other Equity Securities of other Persons that PubCo is obligated to include in such Underwritten Offering pursuant
to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.
(f) Withdrawal.
Any of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown
for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to PubCo and the Underwriter or Underwriters
(if any) of such Demanding Holder’s intention to withdraw from such Underwritten Shelf Takedown, prior to the public announcement
of the Underwritten Shelf Takedown by PubCo; provided that a Special Holder not so withdrawing may elect to have PubCo continue
an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied or if the Underwritten Shelf Takedown would
be made with respect to all of the Registrable Securities of such Special Holder. Following the receipt of any Withdrawal Notice, PubCo
shall promptly forward such Withdrawal Notice to any other Special Holders that had elected to participate in such Underwritten Shelf
Takedown. If all Demanding Holders of any given Underwritten Shelf Takedown exercise their withdrawal right under this Section 2.1(f)
such that no Demanding Holders remain, the Demanding Holders have the option to reimburse PubCo for all Registration Expenses, at which
point such Underwritten Shelf Takedown shall not be subject to the limitation set forth in Section 2.1(c). Notwithstanding anything to
the contrary contained in this Registration Rights Agreement, but except as set forth in the immediately preceding sentence, PubCo shall
be responsible for the Registration Expenses incurred in connection with the Underwritten Shelf Takedown prior to delivery of a Withdrawal
Notice under this Section 2.1(f).
2.2 Piggyback
Registration.
(a) Piggyback
Rights. If PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of Equity Securities
of PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own
account or for the account of shareholders of PubCo, other than a Registration Statement (or any registered offering with respect thereto)
(i) filed in connection with any employee share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or
similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an exchange
offer or offering of securities solely to PubCo’s existing shareholders, (iv) for an offering of debt that is convertible into equity
securities of PubCo, or (v) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to each Special
Holder (collectively, the “Piggyback Holders”) as soon as practicable but not less than four (4) calendar days before
the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration,
the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering,
and (B) offer to all of the Piggyback Holders the opportunity to include in such registered offering such number of Registrable Securities
as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registered
offering, a “Piggyback Registration”); provided that each Piggyback Holder agrees that the fact that such a
notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate,
Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the public through
no fault of such Special Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental
Authority. PubCo shall cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best
efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Piggyback Holders pursuant to this Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Piggyback Holder’s Registrable
Securities in a Piggyback Registration shall be subject to such Piggyback Holder’s agreement to abide by the terms of Section
2.6 below.
(b) Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration
(other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Piggyback Holders participating in the Piggyback Registration
in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with
(i) the Common Shares or other Equity Securities, if any, as to which Registration or a registered offering has been demanded pursuant
to separate written contractual arrangements with Persons other than the Piggyback Holders hereunder and (ii) the Common Shares or other
Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2, exceeds the Maximum Number of Securities,
then:
(i) If
the Registration is initiated and undertaken for PubCo’s account, PubCo shall include in any such Registration (A) first, the Common
Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) (pro
rata based on the respective then- ownership of Registrable Securities of each Special Holder that has requested to be included in such
Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other Equity Securities,
if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other shareholders
of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(ii) If
the Registration is pursuant to a request by Persons other than the Piggyback Holders, then PubCo shall include in any such Registration
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Piggyback Holders, which can
be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2(a) (pro rata based on the respective then-ownership of Registrable Securities of
each Piggyback Holder that has requested to be included in such Registration) which can be sold without exceeding the Maximum Number of
Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo
is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without
exceeding the Maximum Number of Securities.
Notwithstanding anything to the contrary in this Section 2.2(b),
in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten
Shelf Takedown pursuant to Section 2.1 have not been effected in accordance with the applicable plan of distribution or submitted
a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Piggyback Holders pursuant
to Section 2.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in
accordance with Section 2.1(e), instead of this Section 2.2(b).
(c) Piggyback
Registration Withdrawal. Any Piggyback Holder shall have the right to withdraw from a Piggyback Registration for any or no reason
whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Piggyback Holder’s intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect
to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable
“red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction.
PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written
contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which,
in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary set forth in this Registration Rights Agreement, PubCo shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this Section 2.2(c).
(d) Notwithstanding
anything herein to the contrary, this Section 2.2 shall not apply (a) for any Holder or Party, prior to the expiration of the Lock-Up
Period applicable to such Holder or Party or (b) to any Shelf Takedown irrespective of whether such Shelf Takedown is an Underwritten
Shelf Takedown or not an Underwritten Shelf Takedown.
2.3 Restrictions
on Transfer. In connection with any Underwritten Offering of Equity Securities of PubCo, (i) each Holder agrees that it shall not
Transfer any Common Shares (other than those included in such offering pursuant to this Registration Rights Agreement), without the prior
written consent of PubCo, during the seven (7) calendar days prior (to the extent notice of such Underwritten Offering has been provided)
to and the 90-day period beginning on the date of pricing of such offering, except in the event the Underwriter managing the offering
otherwise agrees to a reduced period which shall apply to all Holders, and further agrees to execute a customary lock-up agreement in
favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders), (ii) PubCo
will cause each of its directors and executive officers to execute a lock-up on terms at least as restrictive as that contemplated by
the preceding clause (i) and (iii) PubCo will not effect any public offering or distribution of its equity securities or any securities
convertible or exchangeable or exercisable for such securities during the period contemplated in clause (i) (other than (a) as
part of any such Underwritten Offering, (b) in connection with a registration related to any employee stock option or other benefit plan,
(c) an exchange offer or offering in connection with a business acquisition or combination pursuant to a Registration Statement on Form
F-4 or S-4, as applicable, or such other similar form as may be applicable, (d) for an offering of debt that is convertible into equity
securities of PubCo, or (e) for a dividend reinvestment plan).
2.4 General
Procedures. In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and any regulations promulgated
by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the advice of its
counsel, PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration
to permit the sale of the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof,
and pursuant thereto PubCo shall, as expeditiously as possible:
(a) prepare
and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;
(b) prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be reasonably requested by any Holder or as may be required by the rules, regulations or instructions applicable to the registration
form used by PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all
Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth
in such Registration Statement or supplement to the Prospectus;
(c) prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Special Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel,
if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters or the Special Holders of Registrable
Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Special Holders;
(d) prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide
evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other Governmental Authorities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts
and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that PubCo shall
not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any
action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;
(e) cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by PubCo are then listed;
(f) provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;
(g) advise
each Holder of Registrable Securities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be issued;
(h) at least
three (3) calendar days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus furnish
a draft thereof to each Special Holder of Registrable Securities included in such Registration Statement, or its counsel, if any (excluding
any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 2.7;
(j) permit
Representatives of the Special Holders, the Underwriters, if any, and any attorney, consultant or accountant retained by such Special
Holders or Underwriter to participate, at each such Person’s own expense except to the extent such expenses constitute Registration
Expenses, in the preparation of the Registration Statement, and cause PubCo’s officers, directors and employees to supply all information
reasonably requested by any such Representative, Underwriter, attorney, consultant or accountant in connection with the Registration;
provided, however, that such Persons agree to confidentiality arrangements reasonably satisfactory to PubCo, prior to the
release or disclosure of any such information;
(k) obtain
a “cold comfort” letter, and a bring-down thereof, from PubCo’s independent registered public accountants in the event
of an Underwritten Offering which the participating Special Holders may rely on, in customary form and covering such matters of the type
customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory
to the participating Special Holders;
(l) on the
date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing PubCo for the purposes of such Registration, addressed to the Special Holders, the placement
agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of
which such opinion is being given as the Special Holders, placement agent, sales agent, or Underwriter may reasonably request and as are
customarily included in such opinions and negative assurance letters, and reasonably satisfactory to the participating Special Holders;
(m) in the
event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;
(n) make
available to its security holders, as soon as reasonably practicable, an earnings statement which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the SEC);
(o) if an
Underwritten Offering involves Registrable Securities with a total offering price (including piggyback securities and before deduction
of underwriting discounts) reasonably expected to exceed, in the aggregate, $50 million, use its reasonable best efforts to make available
senior executives of PubCo to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and
(p) otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested, by the Holders, in connection
with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential
investors.
2.5 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by PubCo. It is acknowledged by the Holders that the Holders
selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the
definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing such Holders, in
each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.
2.6 Requirements
for Participating in Underwritten Offerings. Notwithstanding anything to the contrary contained in this Registration Rights Agreement,
if any Holder does not provide PubCo with its requested Holder Information, PubCo may exclude such Holder’s Registrable Securities
from the applicable Registration Statement or Prospectus if PubCo determines, based on the advice of counsel, that such information is
necessary to effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any
Underwritten Offering of Equity Securities of PubCo pursuant to a Registration under this Registration Rights Agreement unless such Person
(a) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting and other arrangements approved
by PubCo in the case of an Underwritten Offering initiated by PubCo, and approved by the Demanding Holders in the case of an Underwritten
Offering initiated by the Demanding Holders and (b) completes and executes all customary questionnaires, powers of attorney, custody agreements,
indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of
such underwriting arrangements. Subject to the minimum thresholds set forth in Section 2.1(c) and 2.4(o), the exclusion
of a Holder’s Registrable Securities as a result of this Section 2.6 shall not affect the registration of the other Registrable
Securities to be included in such Registration.
2.7 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from PubCo that a Registration Statement or Prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or
amended Prospectus correcting the Misstatement (and PubCo hereby covenants to prepare and file such supplement or amendment as soon as
practicable after giving such notice), or until it is advised in writing by PubCo that the use of the Prospectus may be resumed. If the
filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require PubCo
to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
to PubCo for reasons beyond PubCo’s control, PubCo may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more
than 90 days in any 12-month period, determined in good faith by PubCo to be necessary for such purpose. In the event PubCo exercises
its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above,
their use of the Prospectus relating to such Registration in connection with any sale or offer to sell Registrable Securities. PubCo shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 2.7.
2.8 Reporting
Obligations. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under
the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by PubCo after the Effective Date pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish
the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the
SEC pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished to the Holders pursuant
to this Section 2.8.
2.9 Other
Obligations. In connection with a Transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-
dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of
which such Prospectus forms a part, PubCo shall, subject to applicable Law, as interpreted by PubCo with the advice of counsel, and the
receipt of any customary documentation required from the applicable Holders in connection therewith, (a) promptly instruct its transfer
agent to remove any restrictive legends applicable to the Registrable Securities being Transferred and (b) cause its legal counsel to
deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under clause (a). In addition,
PubCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with
the aforementioned Transfers; provided, however, that PubCo shall have no obligation to participate in any “road shows”
or assist with the preparation of any offering memoranda or related documentation with respect to any Transfer of Registrable Securities
in any transaction that does not constitute an Underwritten Offering.
2.10 Indemnification
and Contribution.
(a) PubCo
agrees to indemnify and hold harmless each Holder, its officers, managers, directors, trustees, equityholders, beneficiaries, affiliates,
agents and Representatives and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims,
damages, losses, liabilities and expenses (including attorneys’ fees) (or actions in respect thereto) caused by, resulting from,
arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus
or preliminary Prospectus or similar document incident to any Registration, qualification, compliance or sale effected pursuant to this
Article II or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by PubCo of the Securities
Act or any other similar federal or state securities Laws, and will reimburse, as incurred, each such Holder, its officers, managers,
directors, trustees, equityholders, beneficiaries, affiliates, agents and Representatives and each Person who controls such Holder (within
the meaning of the Securities Act) for any legal and any other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action; provided that, PubCo will not be liable in any such case to the extent that any such
claim, damage, loss, liability or expense are caused by or arises out of or is based on any untrue statement or omission made in reliance
and in conformity with written information furnished to PubCo by or on behalf of such Holder expressly for use therein. PubCo shall indemnify
the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing sentence with respect to the indemnification of each Holder.
(b) In connection
with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to PubCo in writing
such information and affidavits as PubCo reasonably requests for use in connection with any such Registration Statement or Prospectus
(the “Holder Information”) and, to the extent permitted by Law, such Holder shall indemnify and hold harmless PubCo,
its directors, officers, employees, equityholders, affiliates and agents and each Person who controls PubCo (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) (or actions
in respect thereof) arising out of, resulting from or based on any untrue statement of material fact contained in the Registration Statement,
Prospectus or preliminary Prospectus or similar document or any amendment thereof or supplement thereto, or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of such Holder expressly for
use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable
Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing sentence with respect to indemnification of PubCo.
(c) Any
Person entitled to indemnification under this Section 2.10 shall (i) give prompt written notice, after such Person has actual
knowledge thereof, to the indemnifying party of any claim with respect to which such Person seeks indemnification (provided that the failure
to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially
prejudiced the indemnifying party in the defense of any such claim or any such litigation) and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party (not be unreasonably withheld, conditioned
or delayed) and the indemnified party may participate in such defense at the indemnifying party’s expense if representation of such
indemnified party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. An indemnifying party, in the defense of any such claim or litigation, without the consent
of each indemnified party, may only consent to the entry of any judgment or enter into any settlement that (i) includes as a term thereof
the giving by the claimant or plaintiff therein to such indemnified party of an unconditional release from all liability with respect
to such claim or litigation and (ii) does not include any recovery (including any statement as to or an admission of fault, culpability
or a failure to act by or on behalf of such indemnified party) other than monetary damages, and provided, that any sums payable in connection
with such settlement are paid in full by the indemnifying party.
(d) The
indemnification provided under this Registration Rights Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, manager, director, Representative or controlling Person of such indemnified
party and shall survive the Transfer of securities.
(e) If the
indemnification provided in this Section 2.10 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied
by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 2.10(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise
to such liability. The amount paid or payable by a Party as a result of the losses or other liabilities referred to above shall be deemed
to include, subject to the limitations set forth in Sections 2.10(a), 2.10(b) and 2.10(c), any legal or other fees,
charges or expenses reasonably incurred by such Party in connection with any investigation or proceeding. The Parties agree that it would
not be just and equitable if contribution pursuant to this Section 2.10(e) were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this Section 2.10(e). No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 2.10(e) from any Person who was not guilty of such fraudulent misrepresentation.
2.11 Other
Registration Rights. Other than the registration rights set forth in the Original RRA and the Warrant Agreement, dated as of February
11, 2021, by and between Catcha and Continental Stock Transfer & Trust Company, PubCo represents and warrants that no Person, other
than a Holder of Registrable Securities pursuant to this Registration Rights Agreement, has any right to require PubCo to register any
securities of PubCo for sale or to include such securities of PubCo in any Registration Statement filed by PubCo for the sale of securities
for its own account or for the account of any other Person. Further, each of PubCo and the Sponsor represents and warrants that this Registration
Rights Agreement supersedes any other registration rights agreement or agreements (including the Original RRA), other than the Warrant
Agreement. The parties hereby amend and restate the Original RRA, which shall be of no further force and effect and is hereby superseded
and replaced in its entirety by this Registration Rights Agreement. Without the prior written consent of the majority in interest of the
Special Holders (which shall include the Sponsor Holders), PubCo shall not hereafter enter into any agreement with respect to its securities
which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Registration Rights Agreement
and in the event of any conflict between any such agreement or agreements and this Registration Rights Agreement, the terms of this Registration
Rights Agreement shall prevail.
2.12 Rule
144. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, PubCo covenants
that it will (a) make available at all times information necessary to comply with Rule 144, if such Rule is available with respect to
resales of the Registrable Securities under the Securities Act, and (b) take such further action as the Holders may reasonably request,
all to the extent required from time to time to enable them to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales
of the Registrable Securities), as such rule may be amended from time to time. Upon the request of any Holder, PubCo will deliver to such
Holder a written statement as to whether PubCo has complied with such information requirements, and, if not, the specific reasons for
non-compliance.
2.13 Term.
Article II shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.
The provisions of Section 2.10 shall survive any such termination with respect to such Holder.
2.14 Holder
Information. Each Holder agrees, if requested in writing by PubCo, to represent to PubCo the total number of Registrable Securities
held by such Holder in order for PubCo to make determinations under this Registration Rights Agreement, including for purposes of Section
2.12. Other than the Company Holders and the Sponsor Holders, a Party who does not hold Registrable Securities as of the Closing Date
and who acquires Registrable Securities after the Closing Date will not be a “Holder” until such Party gives PubCo a representation
in writing of the number of Registrable Securities it holds.
2.15 Amendment
and Restatement of Original RRA. Upon the Closing, the Original RRA shall automatically be amended and restated by this Registration
Rights Agreement, and all of the respective rights and obligations of the parties under the Original RRA will be hereby superseded in
their entirety by the rights and obligations set forth herein.
2.16 Distributions;
Direct Ownership.
(a) In the
event that the Sponsor distributes all of its Registrable Securities to its members, the members of the Sponsor shall be treated as the
Sponsor under this Registration Rights Agreement; provided that they agree in writing to be bound by the terms of this Agreement;
provided, further, that such members of the Sponsor, taken as a whole, shall not be entitled to rights in excess of those
conferred on the Sponsor, as if the Sponsor remained a single entity party to this Registration Rights Agreement.
(b) In the
event that a Company Holder distributes all of its Registrable Securities to its members, such distributees shall be treated as a Company
Holder under this Registration Rights Agreement; provided that such distributees, taken as a whole, shall not be entitled to rights
in excess of those conferred on an Company Holder, as if such Company Holder remained a single party to this Registration Rights Agreement.
(c) Notwithstanding
the foregoing, no distribution for purposes of this Section 2.16 may occur prior to the conclusion of any Lock-Up Period applicable
to the Sponsor or such Company Holder, as applicable, except as expressly permitted under the Lock-up Agreement.
2.17 Adjustments.
If there are any changes in the Common Shares as a result of share split, share dividend, combination or reclassification, or through
merger, consolidation, recapitalization or other similar event, appropriate adjustment shall be made in the provisions of this Registration
Rights Agreement, as may be required, so that the rights, privileges, duties and obligations under this Registration Rights Agreement
shall continue with respect to the Common Shares as so changed.
Article
III
GENERAL PROVISIONS
3.1 Assignment;
Successors and Assigns; No Third Party Beneficiaries.
(a) Except
as otherwise permitted pursuant to this Registration Rights Agreement, and other than assignments in connection with a distribution pursuant
to Section 2.16, no Party may assign such Party’s rights and obligations under this Registration Rights Agreement, in
whole or in part, without the prior written consent of PubCo. Any such assignee may not again assign those rights, other than in accordance
with this Article III. Any attempted assignment of rights or obligations in violation of this Article III shall be null
and void.
(b) Notwithstanding
anything to the contrary contained in this Registration Rights Agreement (other than the succeeding sentence of this Section 3.1(b)),
prior to the expiration of the Lock-Up Period applicable to such Holder, no Holder may Transfer such Holder’s rights or obligations
under this Registration Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part,
except as expressly permitted under the Lock-up Agreement. Any Transferee of Registrable Securities (other than pursuant to an effective
Registration Statement or a Rule 144 transaction) pursuant to this Section 3.1(b) shall be required, at the time of and as a condition
to such Transfer, to become a party to this Registration Rights Agreement by executing and delivering a joinder in the form attached to
this Registration Rights Agreement as Exhibit A (a “Joinder”), whereupon such Transferee will be treated as
a Party (with the same rights and obligations as the Transferor) for all purposes of this Registration Rights Agreement. No Transfer of
Registrable Securities by a Holder shall be registered on PubCo’s books and records, and such Transfer of Registrable Securities
shall be null and void and not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this
Registration Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate stop transfer notations on its
transfer records to give effect to this Registration Rights Agreement.
(c) All
of the terms and provisions of this Registration Rights Agreement shall be binding upon the Parties and their respective successors, assigns,
heirs and representatives, but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and representatives
of any Party only to the extent that they are permitted successors, assigns, heirs and representatives pursuant to the terms of this Registration
Rights Agreement.
(d) Nothing
in this Registration Rights Agreement, express or implied, is intended to confer upon any Party, other than the Parties and their respective
permitted successors, assigns, heirs and representatives, any rights or remedies under this Registration Rights Agreement or otherwise
create any third party beneficiary hereto.
3.2 Termination.
Article II of this Registration Rights Agreement shall terminate as set forth in Section 2.13. The remainder of this Registration
Rights Agreement shall terminate automatically (without any action by any Party) as to each Holder when such Holder ceases to Beneficially
Own any Registrable Securities; provided that, the provisions of Section 2.10 shall survive any such termination with respect
to such Holder.
3.3 Severability.
If any provision of this Registration Rights Agreement is determined to be invalid, illegal or unenforceable by any Governmental Authorities,
the remaining provisions of this Registration Rights Agreement, to the extent permitted by Law shall remain in full force and effect.
3.4 Entire
Agreement; Amendments; No Waiver.
(a) This
Registration Rights Agreement, together with the Exhibit to this Registration Rights Agreement, the BCA, and all other Ancillary Agreements,
constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous
agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way and there are no warranties,
representations or other agreements among the Parties in connection with such subject matter except as set forth in this Registration
Rights Agreement and therein.
(b) No provision
of this Registration Rights Agreement may be amended, modified or waived in whole or in part at any time without the express written consent
of (i) PubCo, and (ii) in any event at least the Holders holding in the aggregate more than fifty percent (50%) of the Registrable
Securities Beneficially Owned by the Holders immediately after the Closing; provided that any such amendment, modification or waiver
that would be materially adverse in any respect to any Sponsor Holder shall require the prior written consent of Sponsor.
3.5 Counterparts;
Electronic Delivery. This Registration Rights Agreement and any other agreements, certificates, instruments and documents delivered
pursuant to this Registration Rights Agreement may be executed and delivered in one or more counterparts and by fax, email or other electronic
transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall
raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract and each Party
forever waives any such defense.
3.6 Notices.
All notices, demands and other communications to be given or delivered under this Registration Rights Agreement shall be in writing and
shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with
confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one (1)
Business Day following sending by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days following mailing
by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant
to the provisions of this Section 3.6, notices, demands and other communications shall be sent to the addresses indicated below:
if to PubCo or the Company, to:
Drammensveien 147
0277 OSLO, Norway
Attention: Joern S. Husemoen
Email: jorn@crownlng.com
with copies (which shall not constitute notice) to:
Nelson Mullins Riley & Scarborough
LLP
101 Constitution Avenue, NW Suite 900
Washington, D.C. 20001
Attn: Andrew M. Tucker
Facsimile No.: (202) 689-2860
Telephone No.: (202) 689-2987
Email: Andy.Tucker@nelsonmullins.com
if to Company Holders, to:
Drammensveien 147
0277 OSLO, Norway
Attention: Joern S. Husemoen
Email: jorn@crownlng.com
if to the Sponsor and Catcha, as applicable, to:
Catcha Investment Corp
Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988
Attention: Patrick Grove
Email: pg@catchagroup.com; luke@catchagroup.com; kit@catchagroup.com
with a copy (which shall not constitute notice) to:
Goodwin Procter LLP
38/F Edinburgh Tower, The Landmark Central, Hong Kong, China
Attn: Daniel Dusek, Douglas Freeman and Victor Chen
Telephone No.: 852- 3658-5300
Email: DDusek@goodwinlaw.com;
DFreeman@goodwinlaw.com;
VChen@goodwinlaw.com.
3.7 Governing
Law; Waiver of Jury Trial; Jurisdiction. The Law of the State of New York shall govern (a) all Proceedings, claims or matters related
to or arising from this Registration Rights Agreement (including any tort or non-contractual claims) and (b) any questions concerning
the construction, interpretation, validity and enforceability of this Registration Rights Agreement, and the performance of the obligations
imposed by this Registration Rights Agreement, in each case without giving effect to any choice of Law or conflict of Law rules or provisions
(whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than
the State of New York. EACH PARTY TO THIS REGISTRATION RIGHTS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED
WITH, RELATED OR INCIDENTAL TO THIS REGISTRATION RIGHTS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS REGISTRATION RIGHTS AGREEMENT
AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS REGISTRATION RIGHTS AGREEMENT. THE PARTIES HERETO FURTHER WARRANT AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Except to the extent the terms hereof require interpretation of a law, regulation or public
policy of Jersey, in which case the law, regulations and public policies of Jersey shall govern, each of the Parties submits to the exclusive
jurisdiction of any state or federal court in New York County in the State of New York, in any Proceeding arising out of or relating to
this Registration Rights Agreement, agrees that all claims in respect of the Proceeding shall be heard and determined in any such court
and agrees not to bring any Proceeding arising out of or relating to this Registration Rights Agreement in any other courts. Nothing in
this Section 3.7, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law or at
equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment
or in any other manner provided by Law or at equity.
3.8 Specific
Performance. Each Party hereby agrees and acknowledges that it will be impossible to measure in money the damages that would be suffered
if the Parties fail to comply with any of the obligations imposed on them by this Registration Rights Agreement and that, in the event
of any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party shall,
therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to seek injunctive relief,
including specific performance, to enforce such obligations, without the posting of any bond, and if any Proceeding should be brought
in equity to enforce any of the provisions of this Registration Rights Agreement, none of the Parties shall raise the defense that there
is an adequate remedy at Law.
3.9 Subsequent
Acquisition of Shares. Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the
terms and conditions of this Registration Rights Agreement and such shares shall be considered to be “Registrable Securities”
as such term is used in this Registration Rights Agreement.
3.10 Legends.
Each of the Holders acknowledges that (i) no Transfer, hypothecation or assignment of any Registrable Securities Beneficially Owned by
such Holder may be made except in compliance with applicable federal and state securities laws and (ii) to the extent that any of the
Registrable Securities constitute “restricted securities” as defined in Rule 144, PubCo shall place customary restrictive
legends substantially in the form set forth below on the certificates or book entries representing the Registrable Securities subject
to this Registration Rights Agreement.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD
OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
THESE SECURITIES ARE SUBJECT TO THE RESTRICTIONS
SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED [●], 2023 (THE “REGISTRATION RIGHTS AGREEMENT”), BY AND
AMONG (I) CATCHA HOLDINGS LLC, A CAYMAN ISLANDS LIMITED LIABILITY COMPANY; (II) CROWN LNG HOLDING AS, A PRIVATE LIMITED LIABILITY COMPANY
INCORPORATED UNDER THE LAWS OF NORWAY; (III) CROWN LNG HOLDINGS LIMITED, A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE LAWS OF JERSEY,
CHANNEL ISLANDS; (IV) CATCHA INVESTMENT CORP, A CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES AND (V) CERTAIN OTHER PARTIES THERETO,
AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AND SHALL BE PROVIDED
FREE OF CHARGE TO ANY PARTY MAKING A BONA FIDE REQUEST THEREFOR) AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL
ANY CONDITIONS CONTAINED IN THE REGISTRATION RIGHTS AGREEMENT, IF ANY, HAVE BEEN FULFILLED.
3.11 Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 3.1 hereof, PubCo may make
any person or entity who has or acquires Common Shares or rights to acquire Common Shares after the date hereof a party to this Registration
Rights Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed Joinder from such Additional
Holder. Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Registration Rights Agreement.
Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Shares of PubCo then owned,
or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Shares”) shall be Registrable
Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Registration Rights Agreement
with respect to such Additional Holder Common Shares.
3.12 No
Third Party Liabilities. This Registration Rights Agreement may only be enforced against the named parties hereto (and their transferees).
All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration
Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including any representation or
warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement),
may be made only against the Persons that are expressly identified as parties hereto (and their transferees), as applicable; and no past,
present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company
in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney
or representative of any Party hereto (including any Person negotiating or executing this Registration Rights Agreement on behalf of a
Party hereto), unless a Party to this Registration Rights Agreement, shall have any liability or obligation with respect to this Registration
Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration
Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including a representation or warranty
made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement).
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has duly
executed this Registration Rights Agreement as of the Effective Date.
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Crown LNG Holdings Limited |
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Crown LNG Holding AS |
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Catcha Investment Corp |
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[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, each of the Parties has duly
executed this Registration Rights Agreement as of the Effective Date.
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Sponsor Holders: |
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[_______________________] |
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[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, each of the Parties has duly
executed this Registration Rights Agreement as of the Effective Date.
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Company Holders: |
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[_______________________] |
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Schedule 1-A
Company Holders
[Intentionally Omitted]
Schedule 1-B
Sponsor Holders
[Intentionally Omitted]
Exhibit A
Form of Joinder
[Intentionally Omitted]
Exhibit 10.3
Lock-Up Agreement
CROWN LNG HOLDINGS LIMITED
Drammensveien 147
0277 OSLO, Norway
CROWN LNG HOLDING AS
Drammensveien 147
0277 OSLO, Norway
CATCHA INVESTMENT CORP
Level 42, Suntec Tower Three,
8 Temasek Blvd, Singapore 038988
| RE: | Lock-Up Agreement (this “Agreement”) |
Ladies and Gentlemen:
Reference is made to that certain Business Combination
Agreement (the “Business Combination Agreement”), dated as of August 3, 2023, by and between (i) Crown LNG Holdings
Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii) CGT
Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha Investment Corp,
a Cayman Islands exempted company limited by shares (“Catcha”) and (iv) Crown LNG Holding AS, a private limited liability
company incorporated under the laws of Norway (the “Company”). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Business Combination Agreement.
In connection with the Business Combination, and
for good and valuable consideration receipt of where is hereby acknowledged, the undersigned do hereby agree, as of the Closing Date,
as follows:
| 1. | Definitions. As used in this Agreement, the following terms shall have the following meanings: |
| a. | “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control
with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and
policies of a Person whether through the ownership of voting securities, its capacity as a sole or managing member or otherwise, as defined
in Rule 405 promulgated under the Securities Act of 1933, as amended. |
| b. | “Beneficially Own(ed)” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. |
| c. | “Change of Control” shall mean any transaction or series of related transactions the result of which is the acquisition
by any Person or “group” (as defined in the Exchange Act) of Persons of (i) direct or indirect beneficial ownership of securities
of PubCo representing 50% or more of the combined voting power of the then outstanding securities of PubCo, whether by acquisition, merger,
consolidation, reorganization, amalgamation or other business combination, in each case, involving PubCo, however effected, other than
any such transaction (or series of related transactions) in which the equity holders of PubCo as of immediately prior thereto continue
to hold, after giving effect thereto, in each case directly or indirectly, more than fifty percent (50%) of the combined voting power
of the then outstanding securities of PubCo or the surviving Person outstanding immediately after such combination; or (ii) all or substantially
all of the assets of PubCo and its Subsidiaries, taken as a whole, whether by sale of Subsidiary equity, merger, consolidation, reorganization,
amalgamation or other business combination, other than such sale by PubCo or its Subsidiaries of all or substantially all of the assets
of PubCo and its Subsidiaries, taken as a whole, to an entity in which at least a majority of the combined voting power of the voting
securities of such entity prior to such transaction are owned by stockholders of PubCo in substantially the same proportion as their ownership
of the voting securities of PubCo immediately prior to the transaction, other than changes in proportionality as a result of any cash/stock
election provided under the terms of the definitive agreement regarding such transaction. |
| d. | “Common Shares” means the ordinary shares of no par value each in the capital of PubCo |
| e. | “Company Holders” means each Person listed on Schedule
I hereto, and in each case, their Permitted Transferees. |
| f. | “Controlled Entity” means, as to any Person, (a) any corporation more than fifty percent (50%) of the outstanding
voting shares or stock (as applicable) of which is owned by such Person or such Person’s Family Members or Affiliates, (b) any trust,
whether or not revocable, of which such Person or such Person’s Family Members or Affiliates are the sole beneficiaries, (c) any
partnership of which such Person or an Affiliate of such Person is the managing partner or in which such Person or such Person’s
Family Members or Affiliates hold partnership interests representing at least fifty percent (50%) of such partnership’s capital
and profits and (d) any limited liability company of which such Person or an Affiliate of such Person is the manager or managing member
or in which such Person or such Person’s Family Members or Affiliates hold membership interests representing at least fifty percent
(50%) of such limited liability company’s capital and profits. |
| g. | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, as the
same shall be in effect from time to time. |
| h. | “Equity Securities” means, with respect to any Person, all of the shares of capital stock or equity of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights
or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards,
restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit
interests of such Person (including partnership or member interests therein), whether voting or nonvoting. |
| i. | “Family Member” means with respect to any Person, such Person’s spouse, ancestors, descendants (whether by
blood, marriage or adoption) or spouse of a descendant of such Person, brothers and sisters (whether by blood, marriage or adoption) and
inter vivos or testamentary trusts of which only such Person and his spouse, ancestors, descendants (whether by blood, marriage or adoption),
brothers and sisters (whether by blood, marriage or adoption) are beneficiaries. |
| j. | “Permitted Transferee” means with respect to any Person,
(a) any Family Member of such Person, (b) any Affiliate of such Person, (c) any Affiliate
of any Family Member of such Person, (d) any Controlled Entity of such Person, (e) solely
with respect to any Sponsor Holder, any director or indirect partners, members or holder
of Equity Securities of the Sponsor Holder, (f) solely with respect to East LNG PTE
Ltd (“ELNG”), by ELNG to (i) any shareholder of ELNG, and (ii) any Person
so long as such Transfer does not exceed 10% of the Common Shares held by ELNG as of the
Closing Date, and (g) solely with respect to any shareholder of ELNG who is the recipient
of one or more onward Transfers from ELNG in accordance with subsection (f) (the “Distributed
Shares”), by any such Company Holder to any Person up to 10% of the Distributed
Shares. |
| k. | “Sponsor” means Catcha Holdings LLC, a Cayman Islands limited liability company. |
| l. | “Sponsor Holders” means each Person listed on Schedule II hereto and in each case, their Permitted Transferees. |
| m. | “Securityholder” means a Company Holder or Sponsor Holder. |
| n. | “Transfer” means, when used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or
other disposition by the Transferor (whether by operation of Law or otherwise) and, when used as a verb, the Transferor voluntarily or
involuntarily, transfers, sells, pledges or hypothecates or otherwise disposes of (whether by operation of Law or otherwise), including,
in each case, (a) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry into any swap or other arrangement
that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise. The terms “Transferee,” “Transferor,”
“Transferred,” and other forms of the word “Transfer” shall have the correlative meanings. |
| a. | The undersigned, in its capacity as a Company Holder or a Sponsor Holder, as the case may be, agrees, severally, and not jointly,
not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined
below) Beneficially Owned or otherwise held by such Person during the applicable Lock-Up Period (as defined below); provided, that
such restriction on Transfers shall not apply to Transfers permitted pursuant to Article 3. |
| b. | The “Lock-Up Period” means: |
(i) in the case of a Company Holder, the period commencing
on the Closing Date and continuing until the earliest to occur of (x) the date that is twelve (12) months after the Closing Date, (y)
the date on which PubCo completes a Change of Control or (z) the date on which the closing share price of Common Shares equals or exceeds
$12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Closing Date; and
(ii) in the case of a Sponsor Holder, the period commencing
on the Closing Date and continuing until the earliest to occur of (x) the date that is twelve (12) months after the Closing Date, (y)
the date on which PubCo completes a Change of Control, or (z) the date on which the closing share price of Common Shares equals or exceeds
$12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Closing Date.
| c. | “Lock-Up Shares” means the Equity Securities in PubCo held by the undersigned as of the Closing Date [(but not
including any Equity Securities purchased by a Company Holder or Sponsor Holder in any Private Placement (as defined in the BCA)]. |
| d. | During the applicable Lock-Up Period, any purported Transfer of Lock-Up Shares other than in accordance with this Agreement shall
be null and void, and PubCo shall refuse to recognize any such Transfer for any purpose. |
| e. | The undersigned acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the Equity Securities
in PubCo Beneficially Owned by such Person shall remain subject to any restrictions on Transfer under applicable securities Laws of any
Governmental Authority, including all applicable holding periods under the Securities Act and other rules of the SEC. |
| 3. | Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, the restrictions set forth in paragraph
2 shall not apply to: |
(a) Transfers
to any of the undersigned’s Permitted Transferees;
(b) in
the case of an entity, (i) Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational
documents upon dissolution of the entity; or (ii) pursuant to a Change of Control which results in all of PubCo’s shareholders having
the right to exchange their Common Shares for cash, securities or other property subsequent to the consummation of the transactions contemplated
by the Business Combination Agreement;
(c) in
the case of an individual, (i) Transfers by virtue of Laws of descent and distribution upon death of the individual; (ii) Transfers pursuant
to a qualified domestic relations order, in connection with a divorce settlement, or as a bona fide gift or gifts or to a trust the beneficiaries
of which are exclusively the undersigned or the undersigned’s Family Members; or (iii) pursuant to a Change of Control which results
in all of PubCo’s shareholders having the right to exchange their Common Shares for cash, securities or other property subsequent
to the consummation of the transactions contemplated by the Business Combination Agreement;
(d) the
entry, by the Securityholder, at any time after the Closing, of any trading plan providing for the sale of Common Shares by the Securityholder,
which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does
not provide for, or permit, the sale of any Common Shares during the Lock-Up Period and no public announcement or filing is voluntarily
made or required regarding such plan during the Lock-Up Period;
(e) Transfers
to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (a) through (c) above;
(f) transactions
relating to Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares acquired in open market
transactions after the Closing;
(g) the
exercise of stock options or warrants to purchase Common Shares or the vesting of stock awards of Common Shares and any related transfer
of Common Shares to PubCo in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of
such options or warrants or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a
result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting
of such Common Shares, it being understood that all Common Shares received upon such exercise, vesting or transfer will remain subject
to the restrictions of this Agreement during the Lock- Up Period;
(h) Transfers
to PubCo to satisfy tax withholding obligations pursuant to PubCo’s equity incentive plans or arrangements;
(i) Transfers
to PubCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by PubCo or forfeiture of the
Securityholder’s Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares in connection
with the termination of the Securityholder’s service to PubCo;
(j) Transfers
by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon
dissolution of the Sponsor;
(k) Transfers
in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt
transaction or enforcement thereunder, including foreclosure thereof; or
(l) transactions to satisfy any U.S. federal, state, or
local income tax obligations of the Securityholder (or its direct or indirect owners) arising from a change in the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the
“Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such
change prevents the transactions contemplated by Business Combination Agreement from qualifying as a “reorganization”
pursuant to Section 368 of the Code (and the transactions contemplated by Business Combination Agreement do not qualify for similar
tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes).
provided, that in connection with any Transfer of such Lock-Up Shares pursuant to Clauses 3(b) - 3(e) above, the
restrictions and obligations contained in Article 2 and this Article 3 will continue to apply to such Lock-Up Shares
after any Transfer of such Lock-Up Shares. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall
be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a
signed joinder agreement, prepared by PubCo, whereupon such Transferee will be treated as a party (with the same rights and
obligations as the Transferor) for all purposes of this Agreement.
| 4. | Representations and Warranties. |
| a. | The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. All
authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned. |
| b. | The undersigned hereby represents and warrants that it now has and, except as contemplated by this Agreement, will have good and marketable
title to its Lock- Up Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of the undersigned to
comply with the foregoing restrictions. The undersigned agrees and consents to the entry of stop transfer instructions with PubCo’s
transfer agent and registrar against the transfer of any Lock-Up Shares during the applicable Lock-Up Period. |
| a. | Notwithstanding anything to the contrary contained herein, if the Business Combination Agreement (other than the provisions thereof
that survive termination) shall terminate or be terminated prior to the Closing, the undersigned shall be released from all obligations
under this Agreement. The undersigned understands that the Company, PubCo and Catcha are proceeding with the Business Combination in reliance
upon this Agreement. |
| b. | Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived by, or any of such provisions,
covenants or conditions may be amended or modified, only upon the written consent of (i) PubCo, (ii) the Sponsor, and (iii) holders of
a majority of the total Lock-Up Shares. |
| c. | This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. |
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has duly
executed this Registration Rights Agreement as of the Effective Date.
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Sponsor Holders: |
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[_______________________] |
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IN WITNESS WHEREOF, each of the Parties has duly
executed this Registration Rights Agreement as of the Effective Date.
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Company Holders: |
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[_______________________] |
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Agreed and acknowledged:
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Crown LNG Holdings Limited |
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Crown LNG Holding AS |
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Catcha Investment Corp |
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Schedule I
Company Holders
[Intentionally Omitted]
Schedule II
Sponsor Holders
[Intentionally Omitted]
Exhibit
99.1
Crown
LNG Holdings AS, a Leading Provider of Offshore LNG Liquefaction and
Regasification Terminal Infrastructure Solutions for Harsh Weather Locations, To Go
Public via Business Combination with Catcha Investment Corp
| ● | Crown
LNG Holdings AS (“Crown” or the “Company”), a leading provider of
offshore liquefied natural gas (“LNG”) liquefaction and regasification terminal
infrastructure for harsh weather locations, has entered into a business combination agreement
with Catcha Investment Corp (“CHAA” or “Catcha”) (NYSE American:
CHAA). The combined company intends to apply to list its shares on the New York Stock Exchange
under the ticker symbol “CGBS” |
| ● | Crown
designs and plans to own and operate all-weather LNG liquefaction and regasification terminals,
utilizing both bottom-fixed, gravity based structures (“GBS”) and floating storage
and regasification units (“FSRU”) |
| ● | Global
demand for LNG is expected to increase from 351 million tons per annum (mtpa) in 2020 to
approximately 570 mtpa by 2030, a 62% increase in a decade, driven by energy security concerns
and the use of natural gas as a transition fuel across both developed markets as well as
under-served developing markets |
| ● | Crown
is well positioned to take advantage of this significant LNG demand growth given the advantages
of offshore LNG import and export facilities over onshore facilities with regard to regulatory
demands, environmental impact, security requirements and overall cost |
| ● | GBS
applications extend beyond LNG to hydrogen, ammonia and power, extending Crown’s global
addressable market |
| ● | Since
2016, Crown has been developing its first two anchor projects in Kakinada, India and Grangemouth,
Scotland; the Company has over 21 additional targets in its pipeline of under-served harsh-weather
markets |
| ● | Crown’s
senior management team has 100+ years of combined industry experience with deep capabilities
in oil and gas project management, multinational expansion and energy production |
| ● | Pro
forma implied enterprise value of the combined company will be approximately USD $685 million.
The transaction, forecasted to be completed during the fourth quarter of 2023, is expected
to provide $50 million of capital, with net proceeds going to fund both the Kakinada and
Grangemouth projects to final investment decision (FID) |
SINGAPORE
& OSLO, NORWAY August 3, 2023 – Crown LNG Holdings AS, a leading provider of LNG liquefaction and regasification terminal technologies
for harsh weather locations, and Catcha Investment Corp (NYSE American: CHAA), a publicly traded special purpose acquisition company,
today announced a definitive agreement for a business combination that would result in Crown becoming a U.S. publicly listed company.
The combined company, named Crown LNG Holdings Limited (“PubCo”), intends to apply to list its shares on the New York Stock
Exchange under the new ticker symbol “CGBS”.
Founded
with a vision to secure stable energy supplies to growth markets exposed to harsh weather conditions, Crown designs and plans to own
and operate offshore LNG terminals in locations where onshore facilities are not feasible or desirable for reasons of harsh weather,
safety, cost, or environmental impact.
Crown
is active in the two critical parts of the LNG value chain: (1) liquefaction, where natural gas from producers is supercooled to a liquid
for transport by ship as LNG, and (2) regasification, where the LNG is turned back into gas and delivered to consumers and businesses
as natural gas. With expertise in both areas, Crown has the potential to enable stable, secure, year-round LNG supplies to growing markets
and locations exposed to harsh weather conditions. In doing so, the Company aims to expand the global market for LNG (particularly LNG
supplied from the U.S.) and contribute to lower carbon emissions in markets it serves by replacing coal with LNG. Crown’s bottom-fixed,
gravity based structure (“GBS”) design also is expected to ensure lower cost and a reduced environmental footprint versus
a comparable land-based LNG terminal alternative.
“This
business combination with Catcha is a transformative step for accelerating Crown’s growth, with the aim to provide its investors
with a stable, long-term return on their investment,” said Swapan Kataria, CEO of Crown. “Our targeted blue-chip potential
customer base will reflect the strong and growing global demand for harsh weather LNG infrastructure allowing for year-round operation
to enable the global energy transition and ensure energy security by facilitating access to reliable natural gas supplies, as well as
hydrogen, ammonia and power. The capital raised in this transaction will further strengthen our ability to execute on our diversified
project pipeline in India, the UK, Vietnam, Canada, and other global markets.”
Catcha’s
Patrick Grove said, “Catcha is excited to be partnering with Crown today. The LNG market is being driven by strong market tailwinds,
including rising energy security concerns and the increasing use of natural gas as a transition fuel with a tenth of the emissions of
coal fired plants. Crown will help to enable LNG access for under-served markets which have been traditionally ignored by existing operators
and at the same time benefit everyone in the ecosystem – customers, governments, producers and investors. There is clearly a massive
addressable market and use case in regions which experience harsh weather conditions, and we strongly believe that Crown, with their
deep industry experience and innovative culture, will be a leader in addressing that demand.”
Strong
Growth in LNG Demand
Driven
by the use of natural gas as a transition fuel to replace decommissioned coal infrastructure, as well as overall energy security concerns,
global demand for LNG is anticipated to increase from 351 million tons per annum (mtpa) in 2020 to approximately 570 mtpa by 2030, an
increase of more than 60%. At the same time, and as a result of this rapid and dramatic increase in demand, there is expected to be an
LNG supply deficit of more than 40 mtpa by 2030.
Differentiated
LNG Technology for Extreme Weather
To
reduce the anticipated LNG supply shortfall, additional new facilities for both export and import of LNG are needed over the next decade,
many of which will need to be located in geographies prone to extreme weather events. Crown’s GBS designs for both liquefaction
and regasification offshore terminals are able to significantly reduce impacts and downtime resulting from extreme weather. This is accomplished
through advanced facility design that improves on and replaces floating and land-based alternatives for liquefaction and regasification.
Crown’s
GBS facilities are designed to rest directly on the seabed, after preparation and leveling. The rectangular concrete structure, built
onshore in drydock, is then towed to location. A typical GBS contains two membrane tank compartments, which store the LNG temporarily
after unloading, or prior to delivery onshore. This ‘LNG island’ offers greater reliability allowing operations year-round,
including in harsh weather conditions, when compared with floating alternatives.
Bottom-fixed
solutions for energy development have a nearly 50-year track record in the offshore energy sector, with the first regasification GBS
coming online in 2009. Crown will construct its GBS facilities in partnership with Aker Solutions, the leader in offshore bottom-fixed
facility development and construction, as well as technology provider Wärtsilä Gas Solutions and Siemens Energy.
India
and Scotland Projects Advancing to FID
Currently,
Crown is advancing development of two projects toward FID – Kakinada, on the east coast of India, and Grangemouth, in Scotland.
The
Kakinada project, utilizing GBS facilities, directly supports the Indian government’s target of increasing natural gas in the country’s
energy mix from approximately 7% today, to 15% by 2030. India’s gas demand is expected to double during the same period to 115
BCM, with growth coming from several sectors, including city gas distribution, petrochemicals, heavy industry, fertilizer and power generation.
Crown’s Kakinada project is able to uniquely address this demand growth, having received a full-year, 365-day license to operate
from the Indian government’s Ministry of Environment, Forest & Climate Change based on the Company’s stable GBS terminal
design. Comparable floating solutions for LNG delivery on the east coast of India have been approved for operation for just 270 days
per year.
Preliminary
Front End Engineering and Design (“Pre-FEED”) studies for the Kakinada project have been completed by Crown’s international
partners. The project will take advantage of existing onshore natural gas infrastructure in the country, including the East-West Pipeline,
which has a capacity of 3 Bcf per day and connects Kakinada to Gujarat via Hyderabad.
The
Company’s Grangemouth project, located on the east coast of Scotland, seeks to address the UK’s increasing drive for energy
security post-Brexit and in the context of the Ukraine War’s impact on energy markets. Currently, the UK relies on just three facilities
for LNG imports, which increased 74% from 2021 to 2022.
For
the Grangemouth project, Crown has entered into an exclusivity agreement with GBTron Lands Limited for use of the proposed offshore site
on the Forth River. A site study for the deepwater port with LNG vessel access has been completed, and Crown has begun the consenting
process with the Scottish Government, which can be completed in as few as seven months. Existing power grid and gas grid access is available
within ten miles of the proposed site location. The Company will employ FSRU technology for the Grangemouth project.
Transaction
Overview
Catcha
has agreed to combine with Crown through PubCo based on a pre-money valuation of Crown at approximately $600 million. The transaction
is expected to provide $50 million of capital, with net proceeds going to fund both the Kakinada and Grangemouth projects to final investment
decision (FID). The implied pro forma enterprise valuation of PubCo is expected to be approximately $685 million.
The
Company has agreed to cause all of its shareholders to roll their interest into PubCo. Shareholders who are expected to represent approximately
90% of Crown’s equity before closing have already agreed to not sell any shares and contribute their shares in exchange for PubCo’s
shares, which reflects the Company’s support for the combination and confidence in the go-forward prospects for the PubCo.
After
the close of the transaction, the existing Crown leadership team will remain in place, and will continue to execute on the Company’s
strategy.
The
transaction has been unanimously approved by the Boards of Directors of CHAA and Crown. Completion of the proposed transaction is subject
to customary closing conditions, and is anticipated to occur in the fourth quarter of 2023.
Additional
information about the proposed transaction, including a copy of the business combination agreement and the investor presentation, will
be provided in a Current Report on Form 8-K to be filed by CHAA with the U.S. Securities and Exchange Commission (the “SEC”)
and made available at www.sec.gov.
Investor
Conference Call
Catcha
and Crown will host a joint investor conference call at 8:30 AM EDT, today, August 3, 2023, to discuss the proposed transaction. To listen
to the prepared remarks live via telephone, please dial 1-888-886-7786 or 1-416-764-8658 and reference Catcha / Crown LNG. A telephone
replay will be available via telephone by dialing 1-844-512-2921 and referencing Access ID 32635263. The replay will be available through
February 3, 2024. A transcript of this conference call can also be found on Crown LNG’s webpage at: www.crownlng.com/investors
and will be filed by CHAA with the SEC, which will be available at www.sec.gov.
Advisors
Cohen
& Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), serves as exclusive financial advisor and
lead capital markets advisor to Catcha. In partnership with CCM, WestOak Advisors serves as energy capital markets advisor to Catcha.
Emerging Asia Capital Partners Co Ltd (“EACP”) serves as financial advisors to Crown. Goodwin Procter LLP serves as legal
counsel to Catcha. Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Crown.
About
Crown LNG Holdings AS
Crown
LNG Holdings AS is a leading provider of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather
locations, which represent a significant addressable market for bottom-fixed, gravity based (“GBS”) liquefaction and regasification
plants, as well as associated green hydrogen, ammonia and power projects. Through this approach, Crown aims to provide lower carbon sources
of energy securely to under-served markets across the globe. Visit www.crownlng.com/investors for more information.
About
Catcha Investment Corp
Catcha
Investment Corp (NYSE American: CHAA) is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or
SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. Catcha is led by Chief Executive Officer Patrick Grove and Chief Financial Officer
Wai Kit Wong, and is sponsored by Catcha Group, one of the earliest and most established new economy-focused investment groups in Southeast
Asia and Australia.
Important
Information and Where to Find It
In
connection with the proposed transactions, PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”), which will include a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to be distributed to holders of ordinary shares of Catcha in connection
with Catcha’s solicitation of proxies for the vote by Catcha’s stockholders with respect to the proposed transactions and
other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities
of PubCo to be issued in the proposed transactions. Catcha’s stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed transactions, as these
materials will contain important information about the parties to the related transaction documents, Catcha and the Company. After the
Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Catcha’s stockholders
as of a record date to be established for voting on the proposed transactions and other matters as may be described in the Registration
Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Participants
in the Solicitation of Proxies
Catcha
and its directors and executive officers may be deemed participants in the solicitation of proxies from Catcha’s stockholders with
respect to the proposed transactions. A list of the names of those directors and executive officers and a description of their interests
in Catcha is contained in the registration statement on Form S-1, as amended, which was initially filed by Catcha with the SEC on January
25, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Catcha Investment Corp,
Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove. Additional information regarding the interests of
such participants will be contained in the Registration Statement when available.
The
Company’ directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of Catcha in connection with the proposed transactions. A list of the names of such directors and executive officers and information
regarding their interests in the proposed transactions will be included in the Registration Statement when available.
No
Offer or Solicitation
This
press release is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the transactions described herein. This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933 (as amended), or an exemption therefrom.
Forward-Looking
Statements
Certain
statements in this communication may be considered forward-looking statements. These forward-looking statements include, without limitation,
Catcha’s, the Company’s and PubCo’s expectations with respect to future performance and anticipated financial impacts
of the proposed transactions, the satisfaction of the closing conditions to the proposed transactions and the timing of the completion
of the proposed transactions. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
 |
 |
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Catcha and its management, and
PubCo and the Company and their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed transactions;
(2) the outcome of any legal proceedings that may be instituted against Catcha, the Company, the combined company or others; (3) the
inability to complete the proposed transactions due to the failure to obtain approval of the stockholders of Catcha or to satisfy other
conditions to closing; (4) changes to the proposed structure of the proposed transactions that may be required or appropriate as a result
of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the proposed
transactions ; (6) the risk that the proposed transactions disrupts current plans and operations of Catcha or the Company as a result
of the announcement and consummation of the proposed transactions; (7) the ability to recognize the anticipated benefits of the proposed
transactions , which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the
proposed transactions ; (9) changes in applicable laws or regulations; (10) the possibility that Catcha, the Company or the combined
company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses
and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (12)
other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Catcha’s final prospectus relating to its initial public offering dated February 11, 2021 and in subsequent
filings with the SEC, including the proxy statement relating to the proposed transactions expected to be filed by Catcha.
Nothing
in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will
be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date hereof. None of Catcha or the Company undertakes any duty to update these
forward-looking statements.
Investor
Contacts
Caldwell
Bailey
ICR,
Inc.
CrownLNGIR@icrinc.com
Media
Contacts
Zach
Gorin
ICR,
Inc.
CrownLNGPR@icrinc.com
6
Exhibit
99.2
Investor Presentation August 2023 Rendering of GBS regas terminal
Disclai m er 2 About this Presentation This presentation relates to a proposed business combination (the “Business Combination”) between Crown LNG Holdings Limited (“PubCo”), which will be a holding company of Crown LNG Holding AS (the “Company”) and Catcha Investment Corp (“Catcha”). The information contained herein does not purport to be all - inclusive and the information contained herein is preliminary and subject to change and such changes may be material. This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of the Company, Catcha, PubCo or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this presentation. Additional Information about the Transaction and Where to Find It In connection with the proposed Business Combination, PubCo intends to file a registration statement on Form F - 4 (the “ Registration Statement ”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of ordinary shares of Catcha in connection with Catcha’s solicitation of proxies for the vote by Catcha’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of PubCo to be issued in the Business Combination. Catcha’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about the parties to the Business Combination Agreement, Catcha and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Catcha’s stockholders as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove. Participants in the Solicitation of Proxies Catcha and its directors and executive officers may be deemed participants in the solicitation of proxies from Catcha’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Catcha is contained in the Registration Statement on Form S - 1, which was filed by Catcha with the SEC on January 25, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove. Additional information regarding the interests of such participants will be contained in the Registration Statement when available. The Target Companies’ directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Catcha in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available. Forward - Looking Statements Certain statements in this communication may be considered forward - looking statements. These forward - looking statements include, without limitation, Catcha’s, Target Companies’ and PubCo’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward - looking statements. In some cases, you can identify forward - looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
Disclaimer (cont.) 3 These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by Catcha and its management, and PubCo and the Target Companies and their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against Catcha, the Target Companies, the combined company or others; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Catcha or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Catcha or the Target Companies’ as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Catcha, the Target Companies or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Target Companies’ estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Catcha’s final prospectus relating to its initial public offering dated February 11, 2021 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination expected to be filed by Catcha. Nothing in this communication should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements, which speak only as of the date hereof. None of Catcha, the Target Companies or Catcha undertakes any duty to update these forward - looking statements. No Offer or Solicitation This Current Report on Form 8 - K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8 - K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Industry and Market Data In this presentation, the Company, Catcha and PubCo rely on and refer to certain information and statistics obtained from third - party sources which they believe to be reliable. However, the Company, Catcha and PubCo have not independently verified the accuracy or completeness of any such third - party information. The recipient is cautioned not to give undue weight to such industry and market data. Trademarks, Trade Names and Service Marks This presentation includes trademarks, trade names and service marks that the Company either owns or licenses, which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, rights or the right of the applicable licensor to these trademarks, trade names and service marks. This presentation may also contain trademarks, trade names and service marks of other parties, and the Company does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of the Company by, these other parties.
Con t ents Introduction 1. Our Market Opportunity 2. Our Projects 3. Transaction Overview 4. 4
Unique Opportunity to Invest in LNG Demand Growth Globally Description Key Terms Crown LNG Holding AS, a UK - incorporated company Leading provider of all - weather LNG terminals infrastructure solutions Target Company: Catcha Investment Corp (NYSE American: CHAA) New economy focused SPAC focused on new technologies with massive TAM SPAC: $50M new primary capital From new investors and cash - in - trust not redeemed Target Capital Raised: $685M Proforma Enterprise Valuation: Fund Two Anchor Projects to Final Investment Decision (FID) Use of Proceeds: Grangemouth, Scotland – exclusive opportunity to deploy an FSRU to address UK’s increasing energy security concerns Kakinada, India – unique GBS solution to harsh weather on the east coast to enable LNG access to diversify India’s energy mix Anchor Projects: Crown is Raising Capital to Fund Two Anchor LNG Terminal Projects in Kakinada, India and Grangemouth, Scotland to Final Investment Decision (FID) 5
Executive Summary Highlights Offshore LNG Infrastructure Pioneer Leading provider of all - weather LNG liquefaction and regasification terminals infrastructure solutions Macro Tailwinds Accelerating LNG Demand Globally Dramatic increase in transition fuel demand and energy security concerns are driving need for LNG infrastructure globally Global Harsh - Weather Opportunity Set Numerous potential target geographies in harsh - weather pipeline, including India, Bangladesh, Vietnam, Canada, Gulf of Mexico, and Scotland Proven Gravity - Based Structure Technology Established technology with over 23 GBS facilities built and operated by third parties in harsh environments over 50 years (1) Seasoned Professionals Senior executive management team with cumulative 100+ years of extensive experience in the oil & gas sector Best - in - Class EPCIC Partners EPCIC consortium led by Aker Solutions and including Wärtsilä Gas Solutions and Siemens Energy Stable Cash Flow Targeting blue - chip end users with long - term take - or - pay contracts to underpin cash flow stability and bankability Attractive Investment Opportunity Capital raise for anchor projects provides attractive entry point Source(s): (1) Kværner Engineering AS “Kakinada LNG Regasification Terminal Study” as of 4/16/2020 and management estimates 6
Crown LNG Execution Team ▪ ▪ Co - founded Catcha Group in 1999 ▪ Founded and taken 5 digital business from their early stages to IPO in Australia and Southeast Asia Recognized for the Global Leader of Tomorrow award by the World Economic Forum and Asia’s Best Young Entrepreneur by Bloomberg Business Patrick Grove Chairman & CEO ▪ ▪ Co - founded Catcha Group in 1999 ▪ 20 + years of Asian online experience, developing fast - moving online business models and monetizing online assets Led 70 + corporate exercises including capital raises, mergers and acquisitions, and public listings Luke Elliot President & Director ▪ ▪ Former executive director at Goldman Sachs in the investment banking division 13 years of corporate finance experience focusing on coverage of technology, media and telecommunications in the Asia Pacific region Kit Wong C F O ▪ 30 years of international trading within energy and E&P ▪ Founder and Director of Singapore - based LNG9 – Energy infrastructure development – Katoil Limited Trading – Global relationship presence Swapan Kataria CEO ▪ ▪ 35 years as CEO and CFO in Telecom / IT industry ▪ Operational experience in multinational companies as Interim CEO/CFO Over 10 years international experience living and working in China, India, USA and Sweden Jørn S. Husemoen CFO ▪ ▪ ▪ ▪ 40 years of project management working for 30 major oil & gas projects 2008 - 2014: SVP of Höegh LNG / CEO of Höegh FLNG 2014 - 2018: CEO of Argo LNG 2018 - to date: CEO/MD/President of Crown LNG AS; a wholly owned subsidiary of Crown LNG Holding AS Gunnar Knutsen President Katoil Limited 7
Vision: Enhancing energy security & supporting a responsible green energy transition Mission: To provide offshore LNG critical infrastructure suitable for year - round operations in any harsh weather location Note(s): Photo depicted represents a frame extracted from third - party GBS facility video and is intended solely for informational purposes Video Link: https://1drv.ms/v/s!AlHjqAf8nB9Wg5B0WoG4MJfvLE3o9A?e=nXHH9o 8 Click to View Video
Con t ents Introduction 1. Our Market Opportunity 2. Our Projects 3. Transaction Overview 4. 9
Why Natural Gas Now? L i m i t ed con t a m i na ti on risk to soil or water sources (6) Easy to transport in pipelines, ships and tankers (2) 1/10 th Emissions from natural gas power vs. coal - fired plants (4) 50% Lower CO2 emissions than anthracite coal (5) 7 Q u adr i l l i o n Cubic feet of abundant natural gas reserves to be recovered (1) Global LNG supply shortfall forecasted by 2030 (3) 43 M T P A Source(s): (1) Worldometer; (2) Student Energy “Liquefied Natural Gas (LNG)” as of 7/27/2023; (3) MS Research “Tracking Demand: Mixed Signals in Asia” as of 5/12/2023; (4) Shell Global – Energy and Innovation; (5) U.S. Energy Information Administration; (6) IGS Energy Note(s): Illustrative articles as depicted from public sources; MTPA stands for Million Tonnes Per Annum 10 LNG Is Proving to Be a Reliable and Scalable Base Load Fuel Supply Energy Security Is a Top - of - Mind Priority for All Countries Recognition of LNG as a Lower - Carbon Transition Fuel
Where Crown Fits in the LNG Value Chain PRODUCTION T R A N SP OR T A T ION CONSUMPTION LIQUEFACTION REGASIFICATION 1 2 Natural gas is cooled ( - 162 ƒ C) for transportation by ship Liquid natural gas is turned back into gas and piped to consumers and business Crown LNG Helps Enable Critical Access to LNG by Emerging Demand Centers in Harsh Weather Regions 11
Source(s): (1) Based on management estimates; (2) Based on established design requirement in Crown’s Design Basis î CAPEX intensive î Material land acquisition required î Higher offtake threshold to secure financing î Long build time î Safety concerns especially in populated areas î Immobile x Lower CAPEX x Smaller environmental footprint x Shorter path to achieve bankability x Shorter time to market x Remote operations safer for populated areas x Ability to relocate Offshore LNG Technology Overview Onshore - Based We Believe Offshore - Based Solutions Are Better Alternatives… Floating - Based Solutions Gravity - Based Solutions Gravity Based Units for Regasification or Liquefaction Floating Liq u efaction Terminal 12 Floating Storage & Regasification Unit ▪ Suitable for benign environments, behind breakwater or sheltered area ▪ Newbuild (3.0 to 5.0 MTPA) or conversion (0.5 – 1.5 MTPA) in shipyard (1) ▪ Process plant weight of 5K (regas) to 40K – 50K tonnes (liquefaction) depending on FLNG or FSRU (1) ▪ Best - in - class for harsh weather conditions ▪ Customizable concrete gravity base, eliminating need for breakwater and jetty ▪ Built close to deployment area and floated out – no shipyard required ▪ Process plant weight of 10K tonnes (regas) or 40K – 50K tonnes (liquefaction) (1) ▪ 97%+ LNG infrastructure uptime in harsh weather environments (2)
Massive Addressable Market for Crown Argentina Gulf of Mexico Mauritania / Senegal Timor Leste Sierra Leone Pakistan Bangladesh Myanmar Chin a Tai w a n Dominican Republic St. Johns / Halifax Canada Sc otl and India A ruba Ni c aragua Togo Andaman and Nicobar Islands Tan z a ni a Namibia The GBS solution’s total addressable market extends adjacently to power plants, green hydrogen, and ammonia Tropical Storms represented by blue circles with shading representing category intensity (2) GBS Opportunities (1) Demand for Energy Security by Growth Centers, Especially Those in Harsh Weather Regions, Continues to Accelerate Source(s): (1) Management assessment based on conversations to date; (2) Oxford Research Encyclopedia “The Global Climatology of Tropical Cyclones” as of 5/24/2017 13
1977 GBS – Proven Design Based on 50 Years of Aker Experience 50 - Year GBS Track Record Includes Prominent Offshore Oil and Gas Projects (3) : Superior Bottom - fixed solution replaces floating and land - based alternatives Stable 97%+ LNG infrastructure uptime even in extreme weather conditions (1) Proven First regas GBS (GBSRU) in operation for over 14 years (2) Source(s): (1) Based on established design requirement in Crown’s Design Basis; (2) Adriatic LNG ”The Adriatic LNG Terminal” as of 4/18/2023; (3) Maritime Logistics Professional ”Kværner Wins GBS Offshore Newfoundland Contract” as of 3/12/2013 Note(s) : Oil and gas projects were developed, owned and operated by third parties 14
Crown is Uniquely Positioned Relative to Existing LNG Infrastructure Players Protected Conditions Floating - Based Gr a v it y - Ba s e d All Weather Conditions Liquefaction Regasification ▪ Adriatic LNG in Italy was the 1 st (and only) offshore GBS for LNG, completed in 2009 (1) ▪ Owned by SNAM, Exxon and Qatar Energy Crown Is an Innovator Focused on Harsh Weather Offshore Opportunities Although GBS Is Proven and Precedented, the Technology Has Largely Been Overlooked, Leaving Markets Underserved Existing Industry Players Have Focused on Floating Solutions in Benign Conditions, Which Has Lower Barriers to Entry 15 Source(s): (1) Adriatic LNG ”The Adriatic LNG Terminal” as of 4/18/2023
Industry - Leading Partners EPCIC CONTRACTOR Leading global EPCIC provider of off - shore energy installations for more than 50 years, with 23 GBS built in offshore environments to date (1) Global leader in innovative technologies and lifecycle solutions for the marine and energy markets; has delivered more than 20 regasification installations to date (1) POWER GENERATION AND ELECTRICAL DISTRIBUTION SYSTEMS SUPPLIER Unmatched product performance in off - shore installations in hazardous areas; 6750+ installed gas turbines to date (1) We have validated our technology with industry leaders who are partnering with us to deploy our LNG terminals Source(s): (1) Kværner Engineering AS “Kakinada LNG Regasification Terminal Study” as of 4/16/2020 and management estimates Gas Solu t ions PROCESS SYSTEM SUPPLIER 16
EPCIC Partners, Contracts and Counterparties Enhance Bankability Sub - Con tra c to r Rega s if i c at i o n Development Partner Sub - Contractor Power & Electricals Contracts Structured for Bankability Illustrative Potential Customers Leading EPCIC Players in the Offshore, LNG and Power Sectors Blue Chip Customers Proposed counterparties are energy state - owned enterprises (SOEs) critical to host nation with strong balance sheets Fixed Price Take - or - pay and fixed - price agreements insulating Crown from commodity and volume risk High IRR GBS technology allows Crown to avoid benign weather bidding situations = robust cash flows, attractive IRRs and bankable projects Fixed price and turnkey EPC contracts with leading service providers Oil and Gas Fertilizer Trading Manufacturing Utilities 17
Con t ents Introduction 1. Our Market Opportunity 2. Our Projects 3. Transaction Overview 4. 18
N e w foundl a nd, Canada Vung Tau, Vietnam Grangemouth, United Kingdom Kakinada, India Installation GBLNG GBSRU FSRU GBSRU Q4’2032 Q2’2030 Q1’2027 Q1’2028 First Gas 9.0 MTPA 10.0 MTPA 5.0 MTPA 7.2 MTPA Expected Capacity $8,000M - $9,000M $1,200M - $1,300M $542M $1,047M CAPEX * Q1’2028 Q4’2026 Q3’2024 Q3’2025 FID Target TBD TBD $4.6M $5.9M $45.2M $33.7M Capital Invested Pre - FID Spent / Remaining Diversified Project Pipeline Note(s): Based on management estimates Anchor Projects Selected Near - Term Pipeline 19
Kakinada Development Update Source(s): (1) Petroleum and Natural Gas Regulatory Board (PNGRB) “Natural Gas Pipelines Network in India” as of 3/31/2022; (2) National Centers for Environmental Information “Annual 2022 Tropical Cyclones Report” as of 1/2023; (3) Invest India “Oil & Gas” as of 7/28/2023” ; (4) Reuters “LNG’s share of Indian gas demand to rise to 70% by 2030 – Petronet CEO” as of 6/17/2021; (5) Bloomberg “India Set for LNG Deal - Making Rush in Win for Modi’s Gas Push” as of 5/17/2023; (6) Mint “India’s gas demand will surge 500%, share of oil demand to double: PM” as of 2/6/2023 Storm - Prone East Coast of India Crown’s Market Opportunity ▪ Indian government policy to increase use of natural gas, replacing oil and coal – Targeting increase in gas mix from ~6.7% today to 15% by 2030 (3) – India’s gas demand expected to nearly double, reaching 115 BCM by 2030 and 170 BCM by 2050 (3) ▪ Gas distribution infrastructure in place via East - West Pipeline (nameplate capacity of 3 Bcf/d) ▪ Strong market demand from surrounding regions: fertilizer, petrochemicals, heavy industry and power plants – India needs to increase its LNG import capacity to 155 MTPA (4) ▪ Harsh weather, such as cyclones, restricts FSRUs to 270 - day licenses, whereas Crown’s GBSRU holds a 365 - day license K a r na t a ka LN G [FS RU ] K o c hi Karaikal Port LNG Terminal (1 MTPA) E nno re ( l an d ba s ed ) G opa l pu r LN G [FS RU , no t y e t pe r m it t ed ] Dha m ra LN G ( l and - ba s ed ) K a k in a da GBSRU Kakinada LNG Terminal India’s LNG buyers are seeking decades - long supply deals, supporting the government’s plan to boost the fuel’s use (5) India Set for LNG Deal - Making Rush in Win for Modi's Gas Push India’s energy demands present an opportunity for investors and stakeholders of the energy sector (6) India's Gas Demand Will Surge 500%, Share of Oil Demand to Double May 17, 2023 February 6, 2023 M u m bai P o rt [FS RU ] 20 Dabhol LNG Expansion Eas t - W e s t Pip e li n e ( 1 ) Operating Length : 1459Km Nameplate Capacity : 3 Bcf/d Owner : Brookfield Infrastructure 7 6 th Tropical Storm Count Tropical Storm Frequency Rank (2022) ( 1981 - 2022 ) North Indian C y clone S e a so n (2) 145 mph 5 th Maximum Sustained Winds Major Cyclone Frequency Rank (2022) ( 1981 - 2022 ) South Indian C y clone S e a so n (2)
Kakinada Key Preparations to FID Location Approval & Licenses Engineering Customers ▪ Exact location has been identified, 19Km offshore from Kakinada, along with pipeline route to Land Fall Point ▪ Gas distribution infrastructure in place via two pipelines: GAIL’s local pipeline and Brookfield’s East - West Pipeline ▪ Right to develop terminal under agreement with Kakinada Ports Authority ▪ Environmental Impact Assessment (EIA) completed by L&T - RAMBØLL ▪ Full Environment Clearance (EC) from Ministry of Environment, Forest, & Climate Change ▪ Consent for Establishment ( CFE) f r om Andh r a Pad e sh Pollution Control Board ▪ Pre - FEED study completed by Aker Solutions (as well as Siemens and Wärtsilä Gas Solutions) at an estimated cost of $645M over 36 months ▪ Seabed Survey is the final step to executing FEED ▪ EPCIC to be executed before FID ▪ Advanced Terminal Use Agreement (TUA) discussions with blue - chip Indian LNG regas clients ▪ Crown expects to achieve FID in H1’2025 and to deliver first gas in Q1’2028 ▪ TUAs expected to be signed shortly before FID Note(s): (1) As of 4/2023 21 Invested Capital to FID Full Amount Needed $78.9M Current Amount Raised $45.2M (1) FID
Kakinada - Illustrative Timeline to First Gas First Gas ▪ Front End Engineering Development (FEED) ▪ Seabed survey ▪ EPCIC con tract w ith A ke r ▪ Detailed Engineering ▪ Purchase orders C o nstruction ▪ GBS structure construction ▪ LNG tank installations Engineering and Procurement Transaction Close Expected FID 2023 2024 2025 Pre - Execution Contracting and Testing Offshore In s tal l a ti on Targeting EPCIC Period of 33 Months and First Gas Q1’2028 Note(s): Assuming closing of transaction and funding by year - end 2023 22
Illustrative Revenue Model for Kakinada ▪ Currently in advanced discussion with several leading Indian re - gas customers, with Terminal Use Agreements (TUAs) expected to be executed before FID, consistent with industry practice ▪ Diversified contract tenures, with different customer segment targets – Long term TUAs to support bankability – Higher - price medium - term contracts to optimize profitability – 15% volume is required to be reserved for shorter - term contracts by regulators ▪ TUAs are take - or - pay at a fixed price – no LNG price/volume risk to Crown ▪ Tolling charge estimates are consistent with charges for other Indian LNG terminals – Other port, handling, administrative costs charged on a pass - through basis Designed for Bankability End Customers Note(s): Customer TUAs are envisaged to be signed with KGLNG, which is the Indian - incorporated entity holding relevant Kakinada terminal licenses. KGLNG will pass through the revenues received from customers to Crown, under the terms of the Terminal Lease Agreement (TLA) entered into by both parties 23 Target Indian Private Global Customer Enterprises Segment Strategics e.g. fertilizer plants Traders Term 20 - year TUA 10 - year TUA 5 - year Spot TUA Years Volume 4.3 MTPA / 60% 1.8 MTPA / 25% 1.1 MTPA / 15% MTPA / % Total Tolling Charge $0.85 $0.95 $1.05 $USD / MMBtu Average 12 - year average; $0.91 / MMBtu Tenure / Price Tolling Revenues Per Annum $286M run - rate $USD
Grangemouth Development Update Natural Gas Infrastructure of Scotland Crown’s Market Opportunity ▪ UK is striving for energy independence and diversification post - Brexit and the Ukraine war ▪ UK relies heavily on pipeline imports with only three operational LNG import terminals ▪ LNG imports increased 74% from the previous year and accounted for almost half of total UK imports (1) ▪ Low complexity, exclusive FRSU project – Support from Department for Energy Security and Net Zero – FSRU conversion or newbuild with no breakwater required – Location secured near existing gas and power infrastructure through partnership with GBTron Europe must seek new import partners to guarantee energy security while decreasing its reliance on Russian natural gas (2) European Reliance on Russian Gas and Shift to LNG The Scottish Government has increasingly focused on the critical role which the oil and gas industry plays in driving and delivering Scotland’s energy transition (3) Annual Energy Statement: 2020 July 6, 2023 February 2, 2023 Gran g emo u th Source(s): (1) Department for Energy Security & Net Zero, Energy Trends as of 03/30/2023; (2) Yahoo Finance “European Resilience on Russian Gas and Shift to LNG – Overview, Challenges, and Case Studies” as of 7/6/2023; (3) Scottish Government “Annual energy statement: 2020” as of 12/18/2020 24
Grangemouth Key Preparations to FID Location Approval & Licenses Engineering Customers ▪ Entered exclusivity agreement with GBTron for use of the site ▪ Scottish Gas Networks grid access less than 7 miles from anchorage location ▪ National gas grid access within 10 miles of port ▪ All year access to open water – Site at the mouth of River Forth ▪ Crown (via GBTron exclusivity), has the right to develop the site, under agreement with Forth Ports Authority ▪ Pre - application Consent Process for FSRU to commence with Scottish government ▪ Completed site study for deepwater anchorage site with LNG vessel access ▪ Environmental Impact Assessment (EIA) process can be completed in 9 - 12 months ▪ Crown ready to commence FEED and can achieve FID by Q3’2024 ▪ Preliminary TUA discussions underway – 2 MTPA with the Scottish Government, with additional 1 MTPA with other potential customers – 2 MTPA with GBTron for proposed 2.4GW CCGT power plant FID Current Amount Raised $4.6M (1) Invested Capital to FID Note(s): (1) As of 4/2023 25 Full Amount Needed $10.5M
Transaction Close Expected FID 2023 2024 Grangemouth - Illustrative Timeline to First Gas First Gas ▪ Search for LNG/C Candidates ▪ Sales and Purchase Agreement (SPA) ▪ Pre - FEED LNG/C conversion ▪ Contract for regas system ▪ Equity and debt construction financing ▪ LNG/C availability and conversion yard ▪ LNG/C conversion Targeting EPCIC Period of 30 Months and First Gas Q1’2027 ▪ Engineering and surveys ▪ Seabed surveys ▪ Procurement for long lead items LNG Carrier Conversion Pre - FID Engineering Source LNG Carrier Offshore In stalla tion Pre - Execution Contracts and Tests Note(s): Assuming closing of transaction and funding by year - end 2023 26
Target Custo m er Segment Term Years Volume MTPA / % Total Tolling Charge $USD / MMBtu (1) Timing of Revenues T ol l ing R e v en u es Per Annum $USD Grangemouth – Illustrative Revenue Model ▪ Clear visibility over demand pipeline – In discussions with the Scottish Government over a guaranteed offtake o f 2 .0 M T P A f o r t h e Nat io n a l Gr i d – 1 .0 M T P A capacity rese r v ed f o r shorter - term spot contracts – 2.0 M T P A d e ma n d f or the p o w er pla nt which is currently being developed by GBTron and expected to be online in 2030 ▪ However, given the long lead time for the power plant demand, Crown has conservatively not included this in their projections – While there is potential to re - allocate this capacity to spot contracts in the interim, this will represent additional upside for investors ▪ TUAs are similarly structured as take - or - pay at a fixed price – no LNG price/volume risk to Crown Designed for Bankability 15 - year TUA 3 - 5 - year S po t TU A 2.0 MTPA / 40% 1.0 MTPA / 20% UK National Grid Ot h ers 20 - year TUA Note(s): (1) Based on GBP 0.90 / MMBtu, and GBP / USD exchange rate of 1.28 27 2.0 MTPA / 40% $1.15 Power Plant (GBTron) End Customers $1.15 $1.15 By 2027E $166M run - rate 2030E Expected lead time for power plant readiness $110M run - rate
Near - Term: Vung Tau Development 28 Source(s): (1) WorldData “Typhoons in Vietnam” as of 7/26/2023; (2) U.S. Embassy & Consulate in Vietnam “Typhoon and Tropical Cyclone Seasons in Vietnam” as of 7/26/2023; (3) Wikipedia “Typhoon Noru” as of 7/26/2023; (4) Reuters “Vietnam bets big on LNG, South China Sea gas fields amid supply, security risks” as of 5/17/2023; (5) Bloomberg “Vietnam Has $135 Billion Plan to Slash Coal - Fired Power by 2030” as of 5/15/2023 Note(s): 2022 property damages due to typhoon season assumes approximately $41.8M of damages in Nghệ An, $45.8M of damages in Thừa Thiên Huế, and $20.7M of damages in Quảng Ngãi from solely Typhoon Noru Natural Gas Infrastructure of Vietnam Crown’s Market Opportunity ▪ Vietnam has two storm seasons and has recorded the worst storms in Asia ▪ Several FSRU proposals have been planned and submitted, but there are no deployed or operating FSRUs in Vietnam due to harsh weather ▪ Vietnam is an ideal country for the application of GBS technology to LNG LNG imports are projected to jump from zero now to volumes that would cover nearly 15% of the country’s booming energy needs by the end of the decade (4) Vietnam Bets Big on LNG, South China Sea Gas Fields Amid Supply, Security Risks The Prime Minister has signed off on a long - anticipated blueprint, planning to eliminate use of coal - fired power completely by 2050 (5) Vietnam Has $135 Billion Plan to Slash Coal - Fired Power by 2030 May 17, 2023 May 15, 2023 Vung Tau Category 5 Maximum Intensity (1) 159 mph Maximum Winds (1) ~11 Yearly Frequency (1) 2022 T y phoo n Season June – November $108M+ Season Duration (2) Property Damages (3)
Near - Term: Newfoundland Development Source(s): (1) Fraser Institute “Canada’s lost LNG opportunities due to dearth of export facilities” as of 3/4/2022; (2) EnergyNow “How Canada Can Help With the World’s Growing LNG Shortage” as of 7/5/2022 Natural Gas Infrastructure of Eastern Canada Crown’s Market Opportunity Despite producing 16.1 billion cubic feet of natural gas each day, Canada does not have any LNG export facilities, missing the opportunity to expand its LNG supply to overseas markets (1) Canada's Lost LNG Opportunities Due to Dearth of Export Facilities By 2035, Canada could be supplying the world with nearly 53 million tonnes of LNG per year. Using LNG from Canada instead of coal can reduce emissions by up to 62 percent (2) How Canada Can Help With the World's Growing LNG Shortage March 4, 2022 July 5, 2022 ▪ 9.0 – 13.0 MTPA liquefaction site selected ▪ Waterfront site at Fermeuse Harbor with ~20m natural water depth ▪ Pipeline access to connect gas supply from gas basins ▪ Extensive gas reserves in offshore Atlantic Canada ▪ Almost 132 acres of previously approved site for Marine Support Base and gas - fired power plant ▪ Option sites totaling 1,400 acres within 1Km of the GBLNG ▪ Power grid less than 2Km from the port lands Fermeuse Harbor 29
Con t ents Introduction 1. Our market Opportunity 2. Our Projects 3. Transaction Overview 4. 30
Pro Forma Ownership Pro Forma Valuation Transaction Overview Valuation ▪ $685M enterprise value to market ▪ Implied pro - forma market capitalization of $725M Financing ▪ Transaction expected to provide gross proceeds of up to approximately $50M to Crown LNG ▪ $40M of cash held on the pro - forma balance sheet Deal Structure ▪ Crown LNG shareholders rolling 100% of their equity and will own pro - forma equity of 82.8% ($M) Uses ($M) Sources 40 Cash to Balance Sheet 50 Cash in Trust & PIPE 10 Transaction Expenses $50 Total $50 Total 72.5 PF Shares Outstanding (M) $10.0 Share Price ($) $725.0 PF Equity Value $0 (+) Debt $40 ( - ) Cash $685.0 PF Enterprise Value Pro Forma O w ne r ship 1 2 3 1 2 3 % Own. Shares (M) 82.8% 60.0 Crown LNG Equity 10.3% 7.5 SPAC sponsor 3.1% 2.2 SPAC shareholders 3.8% 2.8 PIPE investors 4 4 31 Note(s): (1) Assumes no cash or debt on the balance sheet prior to the transaction; (2) Assumes 0.0% redemptions from the $22.1M cash in trust and excludes any interest earned or withdrawn from the trust; (3) Assumes 72.5M pro forma shares outstanding at $10.00 per common share; (4) All charts and tables exclude SPAC warrants held by shareholders $M unless noted otherwise Transaction Highlights Implied Sources & Uses
Transaction Expected to Fully Fund Both Anchor Projects to FID Overview of Pro Forma Listed Group Operating Structure ASSETS CROWN ENTITIES CROWN LNG AS NORWAY C R O W N L N G INDIA A S NORWAY 95 . 86% VUNG TAO PROJECT Vietnam Regas Terminal SCOTLAND PROJECT United Kingdom FSRU NEWFOUNDLAND PROJECT Canada Liquefaction Terminal 100% US - LISTED COMPANY UK Proforma Market Cap: $725M CROWN LNG HOLDING AS NORWAY Anchor Projects Funded to FID via de - SPAC, and project financing to fund construction Listing enables funding via US Capital Markets alongside project financing $50M Raise KAKINADA PROJECT India GBS Regas Terminal 100% (via local SPVs) 32 100% (via local SPVs) 100% (via local SPVs)
Transaction Expected to Fully Fund Both Anchor Projects to FID Breakout of Anchor Project Costs ($M) Total Grangemouth Kakinada Project Costs to FID $22.9 $2.4 $20.5 Technical Development including Seabed Survey $9.7 $3.0 $6.8 General & Administrative $7.0 $0.4 $6.5 Project Team and Related Costs $39.6 $5.9 $33.7 Total Project Costs to FID $10.0 Transaction Expenses $49.6 Total Capital Raise 33
Crown – Illustrative Financial Assumptions FID Economics Post First - Gas Run Rate EBITDA (Margin) Utilization Rate (MTPA) Revenue FID All - In Crown PF Construction Costs Debt/Funding Ownership Post Project Equity Raise To FID 7.2 $286M $265M MTPA (93%) 80% $1,047B Debt 75% 20% Equity $34M 3.0 $166M $130M MPTA (79%) Potentially additional 2 MTPA utilization from power plant coming online in 2030, which represents further upside in future 80% $542M Debt 75% 20% Equity $6M 10.2 $448M $392M MTPA (88%) ~$1.6B 80% 75% $40M Kakinada 34 Grangemouth Total Note(s): Based on management estimates
8.0x - 10.0x 35. 2 x 10. 3 x 10. 1 x 9.9x 7. 1 x 6. 3 x 5. 8 x 5. 3 x NM Median: 8.5x Determining a Fair Valuation Range for Crown 2024E Forward EBITDA Multiples for Comparable Companies C Q P LNG 2028E Source(s): FactSet as of 7/20/2023 Note(s): Crown multiples based off 2028E run - rate EBITDA 35
$562 $602 $1,469 $ 1 ,9 5 9 $ 3 ,1 5 9 $685 $804 $844 $2 , 062 $ 2 ,7 4 9 $ 3 ,9 4 9 Enterprise Value Enterprise Value Range 2023 PF Equity Value 2027 Crown's Sha re Equi ty Value ( 75 % ) 2027 Fully Distributed Equity Va l u e 2 0 28 E EBIT DA at 8.0x - 10.0x Summary of Approach Illustrative Valuation Framework For Crown LNG Illustrative Valuation Framework ($M) ▪ We apply a range of multiples to Crown’s expected 2028 run - rate EBITDA of $395M to arrive at an implied enterprise value (EV) in end - 2027, using the below assumptions – Est. $1.2B net debt from raising project financing – Est. 25% dilution to Crown’s stake in each project from raising project level equity This arrives at an equity value in end - 2027, which is attributable to Crown shareholders ▪ The future equity value is then discounted back to end - 2023 , to determine a fair transaction valuation range, using the following assumptions – 25 % required annual rate of return – $ 40 M of net cash This arrives at an EV range of $562M – $804M ▪ Using a future run - rate EBITDA is the appropriate approach given Crown is currently pre - FID and is expected have stable cash flows in 2028 E – The future pipeline after the two anchor projects are not reflected in the framework; potential upside for investors today Project Level Net Debt ~$1.2B 25 % Dilution from Project E quity Rai s e Net Ca s h of $40M Req u i r ed Rate of Return (25% per annum from end - 2027) Source(s): FactSet as of 7/28/2023 36
Many Successful Precedents Of Energy Transition De - SPAC Listings 37 Source(s): (1) Based on management estimates; (2) NET Power “NET Power PIPE Presentation” as of 12/2022; (3) SPAC Research as of 7/24/2023; (4) Factset as of 7/24/2023; (5) NuScale Power “NET Power PIPE Presentation” as of 5/2023; (6) International Atomic Energy Agency “What are Small Modular Reactors (SMRs)?” as of 11/4/2021; (7) NuScale Power Company Website – Projects; (8) Public Filings; (9) Archaea Energy “Second Quarter 2022 Earnings Presentation” as of 8/16/2022 Note(s): NetPower current valuation assumes share price as of 7/24/2023, 211.2M shares outstanding, $675M gross proceeds and $35M of transaction expenses Comparable Public “Category - Defining” Companies Renewable Natural Gas 24/7 CFE - Advanced Nuclear 24/7 CFE - Natural Gas 365 - day LNG - Terminals Built for Harsh Weather Industry / Solution Taken private by BP (Dec 2022) (8) NYSE: SMR NYSE: NPWR NYSE: CGBS Ticker Long - term fixed price contracts (9) Asset - light proprietary technology and recurring services (5) Asset - light technology licensor (2) Capacity leasing Business Model Traditional RNG producers >70 competing designs (6) 0 similar competing designs (2) Traditional floating platform solution Other Available Solutions de - SPAC date: Sep 2021 (3) de - SPAC date: Dec 2021 (3) de - SPAC date: June 2023 (3) de - SPAC date: Q4’2023 De - SPAC / IPO date $1.2B at de - SPAC (3) $1.9B at de - SPAC (3) $1.5B at de - SPAC (3) $685M at de - SPAC Valuation at De - SPAC / IPO 0.2% (3) 37.4% (3) 61.4% (3) - Redemptions at De - SPAC Acquired by BP for $4.1B (8) $1.7B (4) $2.1B (4) - Current Valuation 18 - month project development and construction timeline (9) ~8 - year construction timeline from order to COD (5) ~3 - year construction timeline from order to COD (2) ~3 - year construction timeline from FID to first gas (1) Target Construction Timeline 16 projects in development pipeline under contract (9) First full - scale deployment in 2030 (7) First full - scale deployment in 2026 (2) First gas in 2027 and fully operational by 2028 (1) Target Date of First F u l l - S c a le D e p lo y ment
Why Crown? Offshore LNG Infrastructure Pioneer Leading provider of all - weather LNG liquefaction and regasification terminals infrastructure solutions Macro Tailwinds Accelerating LNG Demand Globally Dramatic increase in transition fuel demand and energy security concerns are driving need for LNG infrastructure globally Global Harsh - Weather Opportunity Set Numerous potential target geographies in harsh - weather pipeline, including India, Bangladesh, Vietnam, Canada, Gulf of Mexico, and Scotland Proven Gravity - Based Structure Technology Established technology with over 23 GBS facilities built and operated by third parties in harsh environments over 50 years (1) Seasoned Professionals Senior executive management team with cumulative 100+ years of extensive experience in the oil & gas sector Best - in - Class EPCIC Partners EPCIC consortium led by Aker Solutions and including Wärtsilä Gas Solutions, and Siemens Energy Stable Cash Flow Targeting blue - chip end users with long - term take - or - pay contracts to underpin cash flow stability and bankability Attractive Investment Opportunity Capital raise for anchor projects provides attractive entry point Source(s): (1) Kværner Engineering AS “Kakinada LNG Regasification Terminal Study” as of 4/16/2020 and management estimates 38
Catcha Investment Corp (“Catcha”), a Cayman Islands exempted company with limited liability, entered into a Business Combination Agreement (the “Business Combination Agreement”) with Crown LNG Holdings AS, a private limited liability company incorporated under the laws of Norway (the “Company”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), and CGT Merge Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”) for a proposed business combination (the “Business Combination”) among the parties . You should carefully consider the risks and uncertainties described below, the “Risk Factors” section of Catcha’s Form 10 - K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2023 and subsequently filed Quarterly Reports on Form 10 - Q, other documents filed by Catcha from time to time with the SEC and any risk factors made available to you in connection with Catcha, or the Business Combination (together the “Potential Business Combination Risk Factors”). Risks Related to Crown 39 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect Crown’s LNG business and the performance of their customers and could have a material adverse effect on their business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Crown’s ability to complete the development and/or construction of additional terminals, including the Kakinada Project, the Grangemouth Project, the Vung Tau Project and the Newfoundland Project, will be contingent on Crown’s ability to obtain additional funding. If Crown is unable to obtain sufficient funding, they may be unable to fully execute their business strategy. Crown’s long - term profitability depends on the discovery of new customers and/or retention of long - term customers for natural gas in India, Bangladesh, Vietnam, Canada and the Gulf of Mexico by Crown’s partners and clients. If they are unsuccessful, the demand for Crown’s services and operations could decrease, which could materially and adversely affect their financial condition. The successful operation of a portion of Crown’s infrastructure is dependent on third parties, and disruptions to the third - party supply of natural gas to Crown’s pipelines and facilities could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Natural gas reserve data in Crown’s target sales markets are only estimates, and subsequent upward adjustments are possible. If actual production from such reserves is higher than current estimates indicate, demand for imported natural gas could fall, and the results of sales operations and financial condition will be negatively impacted. Crown is subject to significant construction and operating hazards and uninsured risks, one or more of which may create significant liabilities and losses. Cost overruns and delays in the completion of Crown’s expansion projects as well as difficulties in obtaining sufficient financing to pay for such costs and delays, could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Failure of exported LNG to be a long - term competitive source of energy for international markets could adversely affect Crown’s customers and could materially and adversely affect their business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Crown faces competition based upon the international market price for LNG. Crown may experience increased labor costs, and the unavailability of skilled workers or their failure to attract and retain qualified personnel could adversely affect them. In addition, changes in senior management or other key personnel could affect their business results. Crown is dependent on their partners and other contractors for the successful completion of their liquefaction projects and any potential expansion projects. There may be impediments to the transport of LNG, such as shortages of LNG vessels worldwide or operational impacts on LNG shipping, which could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Crown is subject to stringent environmental, health and safety laws in numerous jurisdictions around the world and may incur material costs to comply with these laws and regulations. Outbreaks of infectious diseases, such as the outbreak of COVID - 19, at one or more of our facilities could adversely affect Crown’s operations. Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of Crown’s facilities, the development and operation of Crown’s pipelines and the export of LNG could impede operations and construction and could have a material adverse effect on them. Existing and future safety, environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Additions or changes in tax laws and regulations could potentially affect Crown’s financial results or liquidity. Risk Factors
Risk Factors (cont.) 40 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Crown is subject to competition in all of its markets from competitors, most of whom have significantly greater resources, technology, relationships or expertise. ▪ A failure to implement its growth strategy may adversely affect Crown’s business. ▪ Crown may not achieve or maintain profitability. ▪ Crown may not be able to manage its growth effectively or properly manage its future costs against its revenues. ▪ Any expansion of Crown’s business activities through mergers, acquisition, joint ventures or strategic alliances may be affected by antitrust laws in one or more jurisdictions, access to capital resources, and the costs and difficulties of integrating future acquired businesses and technologies, which could impede its future growth and adversely affect its competitiveness. Crown may be unable to attract and retain key management and other qualified personnel which would likely adversely affect Crown’s business. Failure to maintain good employee relations may affect Crown’s operations and the success of its business. Crown is exposed to the risk of inadvertently violating anti - corruption, anti - money laundering, anti - terrorist financing and economic sanctions laws and regulations and other similar laws and regulations and any violations of such laws and regulations could adversely affect Crown by subjecting it to criminal or civil penalties, revocation of its ability to operate in one or more jurisdictions, require significant changes to its business model or otherwise damage its brand and reputation. Crown’s intellectual property rights are valuable and any inability to protect them may adversely affects its business and financial results. The laws of many of the jurisdictions in the Crown operates may not afford the same level of protection of intellectual property rights as the United States, which could have a material adverse effect on the ability of Crown to conduct its business or expose it to the loss of its intellectual property rights in one or more jurisdictions. Crown is exposed to certain risks if it is unable to maintain the availability of its critical technology systems and data and safeguard the confidentiality and integrity of its data, which could compromise its ability to conduct its business. A delay or failure to identify and devise, invest in and implement certain important technology, business and other initiatives could have a material impact on Crown’s business, financial condition and results of operations. System failures, defects, errors or vulnerabilities in its website, applications, backend systems or other technology systems or those of third - party technology providers could harm Crown’s reputation and adversely affect its business. Crown is subject to economic, political and other risks of doing business globally and in emerging markets. Unfavorable changes in laws, regulations and policies in foreign countries in which Crown seeks to develop projects, Crown, Crown’s partners' or Crown’s project developers' failures to secure timely government authorizations under laws and regulations or Crown’s failure to comply with such laws and regulations could have a material adverse effect on Crown’s business, financial condition and results of operations. The ability to develop Crown’s projects may be limited due to conflict, terrorism, war or other political disagreements between gas - producing nations and potential customers, and such disagreements may adversely impact Crown’s business plan. Risks Relating to PubCo’s Business and Operations Following the Business Combination with Crown ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Following the consummation of the Business Combination, PubCo’s only significant asset will be its ownership of Crown, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable PubCo to pay any dividends on its common stock, pay its expenses or satisfy other financial obligations. PubCo will incur higher costs post - Business Combination as a result of being a public company. Crown’s management team has limited experience managing and operating a U.S. public company. The price of PubCo’s common stock may be volatile. Reports published by analysts, including projections in those reports that differ from PubCo’s actual results, could adversely affect the price and trading volume of its common stock. An active, liquid trading market for PubCo common stock and PubCo warrants may not develop, which may limit your ability to sell PubCo common stock and PubCo warrants. PubCo may issue additional PubCo common stock under a new employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of PubCo’s shareholders. PubCo may need to raise additional capital to expand its business, which would cause dilution to our existing stockholders and may adversely affect the rights of existing stockholders. PubCo may or may not pay cash dividends in the foreseeable future.
Risk Factors (cont.) 41 ▪ ▪ ▪ ▪ ▪ Because PubCo is incorporated in Jersey, Channel Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. ▪ It may be difficult to enforce a U.S. judgment against PubCo or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States. ▪ Provisions in the PubCo governance documents may inhibit a takeover of PubCo, which could limit the price investors might be willing to pay in the future for PubCo’s securities and could entrench management. ▪ PubCo will be an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make PubCo’s common stock less attractive to investors, which could have a material and adverse effect on PubCo, including its growth prospects. As a “foreign private issuer” under the rules and regulations of the SEC, PubCo is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home - country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers. If PubCo is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders and warrant holders may suffer adverse tax consequences. Subsequent to Catcha’s completion of the Business Combination, PubCo may be required to take write - downs or write - offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post - Business Combination, which could cause you to lose some or all of your investment. Sales of a substantial number of PubCo securities in the public market following the Business Combination could adversely affect the market price of PubCo common stock. Risks Related to Redemptions and Certain Outstanding Securities of Catcha ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your shares or warrants, potentially at a loss. If Catcha shareholders fail to properly demand redemption rights, they will not be entitled to convert their ordinary shares of Catcha into a pro rata portion of the trust account. If the Business Combination is not approved, then the shares and warrants that are beneficially owned by Catcha’s current directors, executive officers and Initial Shareholders will be worthless, the expenses incurred by such persons may not be reimbursed or repaid and the offers of employment with PubCo that are anticipated by certain of such persons will not be extended. Such interests may have influenced their decision to approve the Business Combination with Crown. The value of the shares held by Catcha’s sponsor following completion of Catcha’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of PubCo’s common stock at such time is substantially less than $10.00 per share. Catcha’s sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced its decision to approve the Business Combination with Crown. If Catcha is unable to complete the Business Combination with Crown or another business combination by February 17, 2024, then Catcha will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding public shares, and dissolving and liquidating. In such event, third parties may bring claims against Catcha and, as a result, the proceeds held in the Trust Account could be reduced and the per - share liquidation price received by shareholders could be less than $10.00 per share. Catcha’s shareholders may be held liable for claims by third parties against Catcha to the extent of distributions received by them. Catcha’s directors may decide not to enforce the indemnification obligations of its sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to its shareholders. Catcha may not have sufficient funds to satisfy indemnification claims of its directors and executive officers. Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect Catcha’s business, including its ability to negotiate and complete a Business Combination. Certain of the procedures that Catcha, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase the costs and the time needed to complete a Business Combination and may constrain the circumstances under which Catcha could complete a Business Combination. Catcha has identified a material weakness in its internal control over financial reporting as of December 31, 2022. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results, which may adversely affect investor confidence in Catcha and materially and adversely affect its business and operating results. Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo's stockholders (including Catcha's public stockholders) may face additional risks and uncertainties.
Exhibit
99.3
Crown
LNG Business Combination with Catcha Investment Corp
Investor
Conference Call Transcript
August
3, 2023
Operator
Hello,
and welcome to the conference call to discuss the proposed business combination between Crown LNG, or Crown, and Catcha Investment Corp,
or Catcha.
I
would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, statements relating
to Crown’s and Catcha’s expectations or predictions on their respective financial and business performance and conditions,
expectations or assumptions in consummating the proposed business combination between the parties, and future Crown product development
and performance. Forward-looking statements are inherently subject to risks, uncertainties (some of which are beyond the control of the
parties) and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements and they are not guarantees of performance. I encourage you to read the press release issued today, the accompanying
presentation and to review Catcha’s filings with the SEC for a discussion of these risks that can affect the business combination,
Crown’s business, and the business of the combined company after completion of the proposed business combination.
Catcha
and Crown are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
I
will now turn the call over to Mr. Kit Wong, CFO of Catcha. Please go ahead.
Kit
Wong – Chief Financial Officer, Catcha Investment Corp
Thank
you all for joining this morning.
Today,
we are excited to announce Catcha’s proposed business combination with Crown LNG. We are excited because we strongly believe that
Crown is the right company, with the right people, in the right space at the right time. The type of business Crown is developing - building,
owning, and operating offshore, gravity-based structure liquefaction and regasification terminals (GBS Terminals) optimized for harsh
weather conditions which are underserved - is exactly what our world today needs.
As
the world economy expands, general demand for energy has skyrocketed. Meanwhile, the growing imperative to decarbonize has seen the emergence
of natural gas as a “bridge fuel” – one that can replace coal as a source of primary energy, while other forms of cleaner
primary energy are brought to maturity. At the same time, the pace of development for onshore LNG import and export infrastructure is
often limited by permitting, cost and environmental factors. This has led to a projected shortfall in LNG supply by 2030, with much of
the demand coming from parts of the world subject to harsh weather conditions for significant portions of the year.
And
as you will hear in a moment, Crown LNG seeks to alleviate this bottleneck through use of its GBS facilities, which are designed to avoid
the delays associated in building onshore LNG facilities, and potentially lessen the environmental impacts. With near-term projects in
India and the UK, the proceeds from this proposed transaction will help bring Crown’s first facilities to FID, or Final Investment
Decision, and move development of other projects in the pipeline forward.
We
believe Crown is a unique entry point into a market with massive growth potential. While their technology is not novel – it’s
been around for almost 50 years – it has not been widely deployed in the LNG value chain to solve the challenges I was just describing.
Current solutions employ floating facilities, which oftentimes cannot perform in the increasingly volatile and challenging environments
that we are seeing today, and which are likely to intensify in the years to come. Crown’s proposed facilities can help meet these
challenges and do so on a faster timeline, at a lower cost. It’s a ver exciting time to be partnering with this team, who are all
industry veterans, each with over 30 years of experience in the oil and gas space.
In
summary, we are very excited to partner with the team at Crown LNG and helping bring cleaner energy to underserved markets all around
the world.
I
now want to hand the call over to Mr. Swapan Kataria, CEO of Crown LNG. Swapan, please.
Swapan
Kataria – CEO, Crown LNG
Thanks
Kit, and thanks to everyone for joining us on the call today. On behalf of Crown, I want to also express our enthusiasm for this transaction,
and what it means for the future of our company and world LNG markets.
At
Crown, we are at the forefront of developing offshore liquefaction and regasification technology for harsh weather. Our vision is to
deploy our technology – what we call “LNG islands” – to more quickly and cost effectively address one of the
largest challenges of the global energy transition: helping emerging world economies access cleaner energy options more quickly and replace
coal in their energy mix. As Kit said, many of these countries have weather and maritime conditions that stretch or exceed the safe operating
environments of the most common floating offshore facilities. Crown’s facilities, fixed to the ocean floor, provide a potential
solution for long-term service to these economies.
Over
7 quadrillion cubic feet of natural gas reserves are currently estimated to exist worldwide, with much of that located in the United
States, ready for export. As energy security concerns have grown in the wake of the Russia-Ukraine War, reliable, safe access to natural
gas supplies have become more of a concern to underserved markets, especially in relation to reducing greenhouse gas emissions when compared
to coal. Crown LNG’s GBS units allow for increased and stable deliveries of cleaner LNG fuels, and hence support reduction of carbon
emissions when used in power generation, as compared to coal-burning plants.
Crown
LNG’s facilities once built will improve upon both onshore LNG facilities and floating offshore LNG facilities in several ways.
I’ll mention a few:
| ● | Faster
time to market than onshore facilities due to fewer permitting requirements. |
| ● | Smaller
environmental footprint than onshore facilities given lack of need for land acquisition and
clearing. |
| ● | Potentially
decreased safety concerns versus onshore facilities, especially in highly populated areas,
given location offshore. |
| ● | Lower
capital requirements than onshore facilities. |
| ● | Greater
reliability allowing operations year-round, including in harsh weather conditions, when compared
with floating alternatives. |
Importantly,
as Kit also alluded to, our technology is not new. Bottom-fixed concrete offshore solutions in the broader oil and gas industry have
been utilized for nearly 50 years. Beginning in the 1970s, these facilities were utilized in offshore oil and gas production, at varying
depths. To-date only one of these types of GBS solutions has been deployed for use in LNG operations. It was actually deployed in Italy
in 2009. So, there is a wide-open market in terms of the applicability of this technology in the LNG sector. Aker Solutions, a partner
we work with closely, is the world leader in building these facilities and pioneered their development. Along with our other partners,
which Gunnar Knutsen, our company President, will discuss in a moment, we have a best-in-class team working on our facilities.
With
a good look at anticipated demand, and with tried-and-true technology, we have looked for the right spots to deploy our first unit. This
led us to the East Coast of India, at Kakinada. The region has good gas distribution infrastructure through the East-West Pipeline, and
the surrounding area has strong demand for gas from industries that use it as a feedstock, such as fertilizer and petrochemicals, as
well as from industry and power plants – including, but not limited to, city gas distribution. However, the harsh operating environment
(which can see wind speeds of up to 145 miles per hour) has, to this point, limited operating licenses from the Indian government for
floating LNG regasification facilities to just 270 days, leaving a full quarter of the year without operations. The Kakinada project’s
GBS terminal has already received a license to operate for 365 days given its more robust characteristics and foul weather capabilities.
Crown LNG expects FID on the Kakinada project in Q3 of 2025, with invested capital of over $45 million to-date in the project.
I’d
like to say a little more about our reasons for choosing Kakinada, as it will represent our first real GBS project. One of the key reasons
why India was on our mind when we started was the prospect for demand growth for LNG. From a gas standpoint, India’s current energy
mix is comprised of 6% gas. The goal of the Indian government is to increase this number to 15%. Indian companies are now starting to
negotiate even bigger contracts from U.S., Australia, and Qatar, among others, to bring in more products.
One
of the major bottlenecks to this growth is the lack of sufficient regas facilities. India will still need to develop another 40 mtpa
of LNG import capacity, above the currently licensed capacity, to meet the stated goal of 15% natural gas penetration into the energy
mix. Crown LNG is proud to represent approximately 7 million tons of that growth sector just to be able to not only help the country,
but also help ourselves showcase what we have developed over so many years and many, many man hours.
Our
most near-term project is located in Grangemouth, Scotland, and will supply a natural gas-fired power plant. The UK’s drive for
greater energy independence, especially in the wake of the Russia-Ukraine War, has increased interest in expanding its LNG capabilities,
as the country currently relies heavily on imports via pipelines that are near or at capacity. The Grangemouth facility has secured support
from the Department for Energy Security and Net Zero, as well as access to existing gas and power infrastructure in partnership with
GBTron. The project will employ a floating solution to reduce time to operation, which is viable given the project location is in a river
and not in open water. We expect FID in Q3 of 2024 and have invested approximately $4.6 million in the project already.
In
terms of future developments, we are exploring additional projects in Vietnam and Eastern Canada.
Our
Vietnam regasification project is focused on bringing a reliable LNG supply to one of the worst impacted regions in the world in terms
of catastrophic storms. Conditions during the May to December monsoon season preclude any floating regasification solution from operating
and are a perfect use case for Crown LNG’s GBS facilities. The proposed terminal, near Vung Tau in the south of the country, would
provide gas to help Vietnam meet its stated goal of eliminating coal-fired power generation by 2050.
Our
proposed GBS project in Eastern Canada, located on Fermeuse Harbor in Newfoundland, would serve the Canadian LNG export market with potentially
9 to 13 mtpa of liquefaction capacity, depending on final specs. Canada currently has no export facilities on the east coast despite
producing over 16 billion cubic feet of natural gas per day.
Now,
I’d like to hand the call over to Gunnar Knutsen, President of Crown LNG, to discuss a bit about our technology and partnerships.
Gunnar, off to you.
Gunnar
Knutsen – President, Crown LNG
Thank
you, Swapan.
As
Swapan said, the technology that Crown uses in our LNG islands is not new. It is proven technology, having existed for many years in
harsh weather environments like the North Sea, offshore Eastern Canada, and other locations.
As
such, we did not see any reason to reinvent the wheel, or to take the time to forge a new path. Aker Solutions is the world leader in
these types of facilities, having built most of those existing in the world today, including the lone existing GBS LNG facility in Italy.
When we conceived of our facilities, we were in immediate contact with the people at Aker, who we have known for a long time, and some
of whom worked for me at previous companies. Aker has delivered more than 20 GBS units to date and we are proud to be partnering with
them as our primary EPCIC, or Engineering, Procurement, Construction, Installation, and Commissioning contractor.
Additionally,
we have a strong relationship with Wartsila, which is renowned for its supply of technology to the marine and energy industries. Wartsila
is responsible for the design and building of the regasification plants we use on our GBS’s, having produced similar facilities
for more than 20 FSRUs.
Finally,
we also have a strong relationship with Siemens Energy for supply of power generation, electrical distribution, and control systems for
the GBS units. Siemens Energy has installed more than 7,000 gas turbines around the world.
The
structure we have agreed upon is to operate with Aker Solutions as the main contractor and Wartsila and Siemens as subcontractors to
Aker. This structure will be in place as we progress our first project in India, just north of the Port of Kakinada. We are incredibly
proud to be working with these world class partners.
Our
planned and potential customers include off-takers in the oil & gas, fertilizers, commodity trading, manufacturing, and utilities
sectors. We have taken a conservative approach to project development, securing a license to operate, and then moving forward with project
development – as such, we have a fully approved project in India at Kakinada, with a license to import up to 7.2 mtpa of LNG for
35 years. Only upon receiving such permissions did we seek to begin raising funds to construct our first GBS unit.
As
I said, we are proud of the partners we have attracted to our projects, as well as the measured approach to project development that
we have taken.
Now
I would like to hand the call back to Kit to discuss the details of the transaction. Kit?
Kit
Wong – Chief Financial Officer, Catcha Investment Corp
Thank
you.
The
implied pro forma enterprise valuation of the combined entity is expected to be approximately $685 million.
Net
proceeds from the transaction will be used to complete funding for the Kakinada, India and Grangemouth, Scotland projects to FID.
All
current Crown LNG shareholders are expected to roll their equity into the combined entity, and shareholders who are expected to represent
approximately 90% of Crown’s equity before closing have already agreed not to sell any shares and contribute their shares in exchange
for combined entity shares – and this we believe evidences their support for, and belief in the ongoing operations and success
of Crown.
This
transaction represents a critical step in the expansion of global access to affordable, safer, cleaner fuels. The team from Catcha is
proud to support expanding this access through support for Crown LNG’s harsh weather regasification technology, which will be a
gamechanger for world energy markets.
With
that I’d like to hand it back to Swapan for closing remarks. Over to you, Swapan.
Swapan
Kataria – CEO, Crown LNG
Thanks,
Kit.
As
Kit, Gunnar and I have laid out, Crown LNG’s approach to offshore LNG hits the sweet spot of global energy needs in the years and
decades to come.
First,
we aim to address bottlenecks to global LNG supply through LNG regasification and liquefaction facilities that are potentially less costly,
easier to permit, faster to market, less potentially hazardous, and less environmentally impactful than onshore LNG facilities.
Second,
our gravity-based structures allow for facility placement and operation in harsh weather environments that cannot be properly serviced
by most floating offshore LNG facilities. This is increasingly important as the highest potential demand growth centers for LNG are located
in regions – at least some of the regions – more subject to adverse weather conditions. And these conditions are only expected
to intensify as a result of the impacts of climate change.
Third,
LNG will allow emerging economies to reduce reliance on coal for primary energy and electricity production as they bridge to cleaner
renewable methods of generation. Crown LNG’s technology is critical in assisting in this conversion.
Fourth,
we have several near-term projects progressing to FID, and a first GBS project already approved in Kakinada, India, proving the viability
of our approach to development.
Lastly,
we have partnered with world class engineering, equipment and power generation companies, like Wartsila, Siemens and Aker Solutions,
lending credibility to our ambitions, and supporting Crown LNG’s efforts.
We
are confident that the transaction we announced this morning will be a catalyst for the continued success of Crown LNG, and we look forward
to partnering with the Catcha team to bring our offshore LNG solutions to the world.
Thank
you all for your time and attention.
That
concludes today’s conference call. Thank you for joining. You may now disconnect.
(Call
ends)
Important
Information and Where to Find It
In
connection with the proposed transactions, PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”), which will include a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to be distributed to holders of ordinary shares of Catcha in connection
with Catcha’s solicitation of proxies for the vote by Catcha’s stockholders with respect to the proposed transactions and
other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities
of PubCo to be issued in the proposed transactions. Catcha’s stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed transactions, as these
materials will contain important information about the parties to the related transaction documents, Catcha and the Company. After the
Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Catcha’s stockholders
as of a record date to be established for voting on the proposed transactions and other matters as may be described in the Registration
Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Participants
in the Solicitation of Proxies
Catcha
and its directors and executive officers may be deemed participants in the solicitation of proxies from Catcha’s stockholders with
respect to the proposed transactions. A list of the names of those directors and executive officers and a description of their interests
in Catcha is contained in the registration statement on Form S-1, as amended, which was initially filed by Catcha with the SEC on January
25, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Catcha Investment Corp,
Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove. Additional information regarding the interests of
such participants will be contained in the Registration Statement when available.
The
Company’ directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of Catcha in connection with the proposed transactions. A list of the names of such directors and executive officers and information
regarding their interests in the proposed transactions will be included in the Registration Statement when available.
No
Offer or Solicitation
This
press release is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the transactions described herein. This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933 (as amended), or an exemption therefrom.
Forward-Looking
Statements
Certain
statements in this communication may be considered forward-looking statements. These forward-looking statements include, without limitation,
Catcha’s, the Company’s and PubCo’s expectations with respect to future performance and anticipated financial impacts
of the proposed transactions, the satisfaction of the closing conditions to the proposed transactions and the timing of the completion
of the proposed transactions. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Catcha and its management, and
PubCo and the Company and their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed transactions;
(2) the outcome of any legal proceedings that may be instituted against Catcha, the Company, the combined company or others; (3) the
inability to complete the proposed transactions due to the failure to obtain approval of the stockholders of Catcha or to satisfy other
conditions to closing; (4) changes to the proposed structure of the proposed transactions that may be required or appropriate as a result
of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the proposed
transactions ; (6) the risk that the proposed transactions disrupts current plans and operations of Catcha or the Company as a result
of the announcement and consummation of the proposed transactions; (7) the ability to recognize the anticipated benefits of the proposed
transactions , which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the
proposed transactions ; (9) changes in applicable laws or regulations; (10) the possibility that Catcha, the Company or the combined
company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses
and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (12)
other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Catcha’s final prospectus relating to its initial public offering dated February 11, 2021 and in subsequent
filings with the SEC, including the proxy statement relating to the proposed transactions expected to be filed by Catcha.
Nothing
in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will
be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date hereof. None of Catcha or the Company undertakes any duty to update these
forward-looking statements.
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