425

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): December 13, 2022

GoGreen Investments Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40941	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One City Centre

1021 Main St., Suite #1960

Houston, TX 77002

(713) 337-4075
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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 to the registrant under any of the following provisions:

☒	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 Symbols	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	GOGN.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	GOGN	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GOGN.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Business Combination Agreement

On December 13, 2022, GoGreen Investments Corporation, a Cayman Island exempted company (“GoGreen”), Lifezone Metals Limited, an Isle of Man company (“Holdings”), GoGreen Sponsor 1 LP, a Delaware limited partnership, solely in its capacity as the Purchaser Representative (“Sponsor”), Aqua Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Lifezone Holdings Ltd, an Isle of Man company (the “Company”), Keith Liddell, solely in his capacity as the Company Shareholders Representative (in such capacity, the “Company Shareholders Representative”), and those shareholders of the Company party thereto (collectively, the “Company Shareholders”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) the merger of GoGreen with and into Merger Sub, with Merger Sub surviving the merger and the security holders of GoGreen (other than the security holders of GoGreen electing to redeem their GoGreen ordinary shares or exercising their dissenters’ rights) becoming security holders of Holdings (the “Merger”) in accordance with the Companies Act (As Revised), as amended, of the Cayman Islands (the “Cayman Companies Act”), (b) the automatic conversion and exchange of (i) each issued and outstanding GoGreen public warrant for the right to receive one Holdings public warrant and (ii) each issued and outstanding GoGreen private warrant (whether or not a whole warrant) into the right to receive one Holdings private warrant, (c) the acquisition by Holdings of all of the issued and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of Holdings ordinary shares and, if applicable, the issuance of Earnout Shares (as defined in the Business Combination Agreement), pursuant to which the Company will become a direct wholly owned subsidiary of Holdings (the “Share Acquisition”), and (d) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (together with the Merger and Share Acquisition, the “Transactions”). Unless otherwise indicated, capitalized terms used but not defined in this Current Report on Form 8-K (this “Report”) have the respective meanings given to them in the Business Combination Agreement. References herein to “GoGreen” shall refer to GoGreen Investments Corporation for all periods prior to completion of the Merger and to Merger Sub, as the surviving company, for all periods after completion of the Merger.

In consideration for the Merger, each GoGreen shareholder will receive one Holdings ordinary share and one Holdings warrant for each ordinary share and whole warrant they hold in GoGreen, respectively, immediately prior to the Merger. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the Company Shareholders (fully diluted for the exercise of Company options and Company RSUs) in connection with the Share Acquisition shall be the issuance of an aggregate number of Holdings ordinary shares equal to (a) $626,801,280 divided by (b) $10.00. As additional consideration for the Company ordinary shares acquired by Holdings in connection with the Share Acquisition, Holdings will issue to eligible Company Shareholders up to an aggregate of 25,072,052 Earnout Shares, subject to certain triggering events, as described further in the Business Combination Agreement.

In connection with the Share Acquisition Closing, unvested Company options will vest and become exercisable and the vesting of Company RSUs will accelerate and holders of Company awards will have the opportunity to exercise their Company options and settle their Company RSUs, in each case, subject to full payment of the applicable exercise price or call price. Company ordinary shares delivered pursuant to the exercise or settlement of a Company equity award will be treated the same as other Company ordinary shares in connection with the Share Acquisition Closing. On the Share Acquisition Closing, any unexercised Company options or Company RSUs whose call price is not paid in full will lapse for no consideration.

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Representations and Warranties

Under the Business Combination Agreement, GoGreen has made customary representations and warranties to the Company, Holdings and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, Securities and Exchange Commission (“SEC”) filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (“Investment Company Act”) and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account and acknowledgement of no further representations and warranties.

Under the Business Combination Agreement, Holdings has made customary representations and warranties to GoGreen, the Company and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, limited activities, finders’ and brokers’ fees, Investment Company Act, taxes and no misleading information supplied.

Under the Business Combination Agreement, the Company has made customary representations and warranties (on behalf of itself and its subsidiaries) to GoGreen relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, data protection and cybersecurity, sanctions and certain business practices, Investment Company Act, finders’ and brokers’ fees and no misleading information supplied.

Under the Business Combination Agreement, each Company Shareholder has made customary representations and warranties (with respect to itself only) to GoGreen, Holdings and the Company relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied.

Covenants

The Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of the New York Stock Exchange in connection with the Transactions and (iii) using commercially reasonable efforts to consummate the Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Transactions. The Business Combination Agreement also contains additional covenants of the parties, including covenants providing for GoGreen, the Company and Holdings to use commercially reasonable efforts to file, and to cooperate with each other to prepare the registration statement of Holdings required to be filed in connection with the Transactions (the “Registration Statement”), which will contain a proxy statement of GoGreen.

Conditions to Closing

The respective obligations of each party to consummate the Transactions, including the Merger, are subject to the satisfaction, or written waiver (where permissible), by the Company and GoGreen of the following conditions:

● the unconditional approval by the Tanzanian Fair Competition Commission of the Transactions;

● GoGreen’s shareholders having approved and adopted the Shareholder Approval Matters;

● the absence of any law or governmental order, inquiry, proceeding or other action in Tanzania that would prohibit the Transactions;

● GoGreen having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act) remaining at the Share Acquisition Closing after giving effect to any redemptions by GoGreen shareholders;

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● the Holdings ordinary shares (including those to be issued pursuant to the Business Combination Agreement (including the Earnout Shares) and the Subscription Agreements) and Holdings warrants (including the ordinary shares underlying such warrants) having been approved for listing on the New York Stock Exchange, subject only to official notice thereof;

● the Registration Statement (and any amendments and supplements) shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), no stop order shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn; and

● the memorandum of association and articles of association Holdings shall have been amended and restated according to the Business Combination Agreement.

Conditions to the Obligations of the Company and the Company Shareholders

The obligations of the Company and the Company Shareholders to consummate the Transactions are subject to the satisfaction, or written waiver (by the Company, where permissible) of the following conditions:

● the representations and warranties of GoGreen and Holdings being true and correct as determined in accordance with the Business Combination Agreement;

● each of GoGreen, Holdings and Merger Sub having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Merger Closing Date or the Share Acquisition Closing Date;

● GoGreen and Holdings having delivered to the Company and the Company Shareholders Representative a certificate dated as of the Merger Closing Date, signed by an officer of each of GoGreen and Holdings, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement;

● GoGreen having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to GoGreen at the Share Acquisition Closing Date, and all such funds released from the Trust Account be available to Merger Sub in respect of all or a portion of certain payment obligations under the Business Combination Agreement;

● GoGreen having provided the holders of GoGreen ordinary shares with the opportunity to make redemption elections with respect to their GoGreen ordinary shares pursuant to their Redemption Rights;

● the Available Closing Cash Amount being no less than the Minimum Cash Amount, after accounting for redemptions and transaction expenses; and

● the Ancillary Documents required to be executed by GoGreen, Holdings and Merger Sub according to the Business Combination Agreement at or prior to the Merger Closing Date or the Share Acquisition Closing shall have been executed and delivered to the Company.

Conditions to the Obligations of the GoGreen and Holdings

The obligations of GoGreen and Holdings to consummate the Transactions are subject to the satisfaction, or written waiver (by GoGreen or Holdings, as applicable, where permissible, including under the terms of the Business Combination Agreement) of the following conditions:

● the representations and warranties of the Company and the Company Shareholders being true and correct as determined in accordance with the Business Combination Agreement;

● the Company and the Company Shareholders having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Merger Closing Date or the Share Acquisition Closing Date;

● the Company and the Company Shareholders Representative (on behalf of the Company Shareholders) having delivered to GoGreen a certificate dated as of the Merger Closing Date, signed by each of the Company and the Company Shareholders, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement but in each case, solely with respect to themselves; and

● the Ancillary Documents required to be executed by the Company and the Company Shareholders according to the Business Combination Agreement at or prior to the Merger Closing Date or the Share Acquisition Closing shall have been executed and delivered to the GoGreen.

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Termination

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Merger Closing Date, notwithstanding receipt of any requisite approval and adoption of the Business Combination Agreement and the Transactions by the shareholders of GoGreen or any party, as follows:

● by mutual written consent of GoGreen and the Company;

● by either GoGreen or the Company if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by July 25, 2023 (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated under such provision of the Business Combination Agreement by or on behalf of any party that either directly or indirectly through its affiliates (or with respect to the Company, the Company Shareholders or Holdings) is in breach or violation of any representation, warranty, covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth in the Business Combination Agreement on or prior to the Outside Date;

● by either GoGreen or the Company if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with respect to the Company, the Company Shareholders or Holdings) to comply with any provision of the Business Combination Agreement was the principal cause of the failure of such order or action;

● by the Company upon a breach of any representation, warranty, covenant or agreement on the part of GoGreen and Holdings set forth in the Business Combination Agreement, or if any representation, warranty of GoGreen and Holdings becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

● by GoGreen upon a breach of any warranty, covenant or agreement on the part of the Company or the Company Shareholders set forth in the Business Combination Agreement, or if any warranty of Company or the Company Shareholders becomes untrue or inaccurate, in any case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; and

● by either GoGreen or the Company if the extraordinary general meeting of shareholders is held and has concluded, GoGreen shareholders have duly voted, and the Required Shareholder Approval is not obtained.

The foregoing summary of the Business Combination Agreement is qualified in its entirety by reference to the entire text of the Business Combination Agreement, which is attached as Exhibit 2.1 hereto, and the Ancillary Agreements, the terms of each of which are incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Business Combination 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 such agreement. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about GoGreen, Holdings, Merger Sub, the Company Shareholders or the Company at the time they were made or otherwise and should only be read in conjunction with the other information that GoGreen makes publicly available in reports, statements and other documents filed with the SEC.

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Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor has entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with GoGreen, Holdings and the Company, pursuant to which the Sponsor has agreed to, among other things, (a) vote at any meeting of GoGreen shareholders to be called for approval of the Transactions all GoGreen Class A ordinary shares or GoGreen Class B ordinary shares, par value $0.0001 per share (collectively, the “Sponsor Securities”), held of record or thereafter acquired in favor of the Shareholder Approval Matters, (b) be bound by certain other covenants and agreements related to the Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor Securities and warrants exercisable for Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. The Sponsor Support Agreement also provides that the Sponsor has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any Sponsor Securities they may hold.

Subject to the conditions set forth in the Sponsor Support Agreement, the Sponsor additionally agreed to deposit 1,725,000 shares of Sponsor Securities (“Sponsor Earn-Out Shares”) into escrow and, if at any time prior to or as of the fifth anniversary of the Share Acquisition Closing, the VWAP (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period, is greater than or equal to: (i) $14.00, then 862,500 of the Sponsor Earn-Out Shares will vest, or (ii) $16.00, then 1,725,000 of the Sponsor Earn-Out Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (i)) will vest. If a Change of Control (as defined in the Sponsor Support Agreement) occurs as of or prior to the fifth anniversary of the Share Acquisition Closing, pursuant to which Holdings or its shareholders receive consideration implying a value per Holdings ordinary share (as determined in good faith by the board of directors of Holdings) of (a) less than $14.00, then no Sponsor Earnout Shares will vest, (b) greater than or equal to $14.00 but less than $16.00, 862,500 Sponsor Earnout Shares will vest, and (c) greater than or equal to $16.00, then 1,725,000 Sponsor Earnout Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (b)) will vest.

Subject to the conditions set forth in the Sponsor Support Agreement, each Company Shareholder's Closing Number of Shares issued at the Share Acquisition Closing shall be increased by a number of Holdings ordinary shares equal to the number of Sponsor Shares forfeited pursuant to the Sponsor Support Agreement. The Sponsor shall forfeit its shares at a value of $10 per share, up to a maximum value of $35 million, to the extent Holdings would have less than $50 million of net cash from the PIPE Investment and the Trust Account after payment of certain transaction expenses, as set forth in the Business Combination Agreement. These shares will be forfeited first from the Sponsor Earn-Out Shares subject to vesting at the $16 level and then those subject to vesting at the $14 level, until there are no Sponsor Earn-Out Shares remaining, and thereafter, from Holdings ordinary shares that the Sponsor would have received as transaction consideration. An equivalent number of Holdings ordinary shares will be issued to the Company Shareholders at the Share Acquisition Closing.

The foregoing summary of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Lock-Up Agreements

In connection with the Share Acquisition Closing, certain key shareholders of the Company (the “Key Company Shareholders”) will enter into agreements (the “Company Shareholder Lock-Up Agreements”) providing that the Key Company Shareholders will not, subject to certain exceptions (including the payment of taxes arising from the Proposed Transactions), transfer any Restricted Securities (as defined in the Company Shareholder Lock-Up Agreements) during the period commencing from the Share Acquisition Closing Date until 180 days after the Share Acquisition Closing Date.

In connection with the Share Acquisition Closing, the Sponsor will enter into an agreement (the “Sponsor Lock-Up Agreement”) providing that it will not, subject to certain exceptions, transfer (i) Phase I Lock-up Shares (as defined below) until the date that is 60 days after the Share Acquisition Closing Date and (ii) Phase II Lock-up Shares (as defined below) until the date that is 180 days after the Share Acquisition Closing Date. For purposes of the Sponsor Lock-Up Agreement, “Phase I Lock-up Shares” means the number of Holdings ordinary shares that are received by the Sponsor in exchange for the number of GoGreen Class A ordinary shares held by the Sponsor immediately prior to the Merger Effective Time, and “Phase II Lock-up Securities” means any Holdings ordinary shares and any warrants to purchase Holdings ordinary shares that are held by the Sponsor following the Merger Closing Date, other than Phase I Lock-up Shares or Holdings ordinary shares acquired in the PIPE Investment.

The foregoing summary of the Company Shareholder Lock-Up Agreements and Sponsor Lock-Up Agreement are qualified in its entirety by reference to the full text of the form of Sponsor Lock-Up Agreement and form of Company Shareholder Lock-Up Agreement, which are attached as Exhibit 10.2 and 10.3 hereto, respectively, and the terms of which are incorporated herein by reference.

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PIPE Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, GoGreen and Holdings entered into subscription agreements (the “Subscription Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase, and Holdings agreed to issue and sell to such investors, at the Closing Date, an aggregate of 7,017,317 Holdings ordinary shares for $10.00 per share, for aggregate gross proceeds of $70,173,170.00 (the “PIPE Financing”). The Subscription Agreements provide that Holdings will grant the investors in the PIPE Financing certain customary registration rights. The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Transactions.

The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the forms of Subscription Agreements, copies of which are attached as Exhibit 10.4 and Exhibit 10.5 hereto, respectively, and the terms of which are incorporated herein by reference.

New Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Share Acquisition Closing, Holdings, certain Company equityholders, certain GoGreen equityholders, the Sponsor and GoGreen will enter into a Registration Rights Agreement (the “New Registration Rights Agreement”), pursuant to which Holdings will agree to register for resale certain shares of Holdings ordinary shares and other equity securities of Holdings that are held by the parties thereto from time to time. Pursuant to the New Registration Rights Agreement, Holdings will agree to file a shelf registration statement registering the resale of all of the Registrable Securities (as defined in the New Registration Rights Agreement) no later than 30 days of the Share Acquisition Closing. Holdings also agreed to provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that Holdings will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.

The foregoing summary of the New Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of New Registration Rights Agreement, which is attached as Exhibit 10.6 hereto and the terms of which are incorporated herein by reference.

Warrant Assumption Agreement

The Business Combination Agreement contemplates that, immediately prior to the Merger Effective Time, GoGreen and Continental Stock Transfer & Trust Company (the “Warrant Agent”) will enter into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), which amends that certain Warrant Agreement, dated as of October 20, 2021, by and between GoGreen and the Warrant Agent (the “Existing Warrant Agreement”), pursuant to which (a) GoGreen will assign to Holdings, and Holdings will assume, all of GoGreen’s right, title and interest in and to the Existing Warrant Agreement and (b) each GoGreen warrant shall be modified to no longer entitle the holder to purchase GoGreen ordinary shares and instead acquire an equal number of Holdings ordinary shares per GoGreen warrant.

The foregoing summary of the Warrant Assumption Agreement is qualified in its entirety by reference to the full text of the form of Warrant Assumption Agreement, which is attached as Exhibit 10.7 hereto and the terms of which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Report is incorporated by reference herein. The Holdings ordinary shares to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Holdings ordinary shares to be issued to the Company Shareholders in respect of the Company ordinary shares in connection with the Share Acquisition will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.

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Item 7.01 Regulation FD Disclosure.

Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release jointly issued by the parties announcing the Transactions.

Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that was presented to certain potential investors in connection with the Transactions.

Furnished herewith as Exhibit 99.3 and incorporated into this Item 7.01 by reference is the press release issued by Tembo Nickel Corporation Limited, an indirect subsidiary of the Company, announcing the Transactions.

The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between GoGreen and Company, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.

These statements are based on the current expectations of GoGreen and/or Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GoGreen and Company. These statements are subject to a number of risks and uncertainties regarding Company’s business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by GoGreen’s shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Company or GoGreen for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Company and GoGreen; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Company’s business, the efficacy of Company’s proprietary technology, and the timing of expected business milestones; the effects of competition on Company’s business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Holdings to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Company presently does not know or that Company currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Company’s expectations, plans or forecasts of future events and views as of the date of this Report. Company anticipates that subsequent events and developments will cause Company’s assessments to change. However, while Company may elect to update these forward-looking statements in the future, Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Company’s assessments as of any date subsequent to the date of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.

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Additional Information and Where to Find It

In connection with the business combination, Holdings intends to file with the SEC a registration statement on Form F-4, which will include a preliminary prospectus and preliminary proxy statement and, after the registration statement is declared effective, GoGreen will mail a definitive proxy statement/prospectus and other relevant documents relating to the business combination to its shareholders. This Report is not a substitute for the registration statement, the definitive proxy statement/prospectus or any other document that GoGreen will send to its shareholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of GoGreen as of a record date to be established for voting on the business combination. Shareholders of GoGreen will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: GoGreen Investments Corporation, One City Centre, 1021 Main Street, Suite 1960, Houston, TX 77002.

Participants in the Solicitation

Holdings, Company, GoGreen and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of GoGreen’s shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of Holdings, Company, GoGreen in the registration statement on Form F-4 to be filed with the SEC by Holdings, which will include the proxy statement of GoGreen for the business combination. Information about GoGreen’s directors and executive officers is also available in GoGreen’s filings with the SEC.

No Offer or Solicitation

This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit	Description
2.1†	Business Combination Agreement, dated as of December 13, 2022, by and among GoGreen Investments Corporation, GoGreen Sponsor 1 LP, Lifezone Metals Limited, Aqua Merger Sub, Lifezone Holdings Ltd., the Shareholder Representative and the Company Shareholders.
10.1	Sponsor Support Agreement, dated as of December 13, 2022, by and among GoGreen Investments Corporation, GoGreen Sponsor 1 LP, Lifezone Metals Limited and Lifezone Holdings Ltd.
10.2	Form of Sponsor Lock-Up Agreement.
10.3	Form of Company Shareholder Lock-Up Agreement.
10.4	Form of PIPE Subscription Agreement for institutional investors.
10.5	Form of PIPE Subscription Agreement for accredited investors.
10.6	Form of New Registration Rights Agreement.
10.7	Form of Warrant Assumption Agreement.
99.1	Press Release, dated December 13, 2022, issued by the parties announcing the Transactions.
99.2	Investor Presentation, dated December 2022.
99.3	Press Release, dated December 13, 2022, issued by Tembo Nickel Corporation Limited announcing the Transactions.

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 13, 2022

GOGREEN INVESTMENTS CORPORATION
By:	/s/ John Dowd
Name:	John Dowd
Title:	Chief Executive Officer

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EX-2.1

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

GOGREEN INVESTMENTS CORPORATION,

GOGREEN SPONSOR 1 LP,

LIFEZONE METALS LIMITED,

Aqua Merger Sub,

LIFEZONE HOLDINGS LTD,

THE COMPANY SHAREHOLDERS REPRESENTATIVE REFERRED TO HEREIN

and

THE COMPANY shareholderS SET FORTH HEREIN

Dated as of December 13, 2022

TABLE OF CONTENTS

CONTENTS

			Page
ARTICLE I MERGER			3
	1.1	Merger	3
	1.2	Merger Effective Time	3
	1.3	Effect of the Merger	3
	1.4	Organizational Documents	3
	1.5	Directors and Officers of Surviving Company	3
	1.6	Effect of Merger on Purchaser Securities and Merger Sub Shares	3
	1.7	Satisfaction of Rights	5
	1.8	Lost, Stolen or Destroyed Purchaser Certificates	5
	1.9	Stock Transfer Books	5
	1.10	Dissenters’ Rights	5
	1.11	Appointment of Transfer Agent	6
	1.12	Exchange of Book-Entry Shares	6
	1.13	Taking of Necessary Action; Further Action	7
	1.14	Tax Consequences	7
ARTICLE II SHARE ACQUISITION			7
	2.1	Exchange of Company Shares	7
	2.2	Consideration	7
	2.3	Transfer of Company Shares and Other Undertakings	7
	2.4	Company Equity Awards	8
	2.5	Earnout Shares	9
	2.6	Fractional Shares	10
	2.7	Company Shareholder Consent	10
	2.8	Termination of Certain Agreements	10
	2.9	Release of Funds from Trust Account	11
	2.10	Holdings Nominee	11
	2.11	Sponsor Offset Issuance to Company Shareholders	11
	2.12	Withholding..	11

 i

ARTICLE III MERGER CLOSING; SHARE ACQUISITION CLOSING			11
	3.1	Closing	11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER			12
	4.1	Organization and Standing	12
	4.2	Authorization; Binding Agreement	12
	4.3	Governmental Approvals	12
	4.4	Non-Contravention	13
	4.5	Capitalization	13
	4.6	SEC Filings; Purchaser Financials; Internal Controls	14
	4.7	Absence of Certain Changes	15
	4.8	Compliance with Laws	15
	4.9	Actions; Orders; Permits	15
	4.10	Taxes and Returns	15
	4.11	Employees and Employee Benefit Plans	16
	4.12	Properties	16
	4.13	Material Contracts	16
	4.14	Transactions with Affiliates	17
	4.15	Investment Company Act; JOBS Act	17
	4.16	Finders and Brokers	17
	4.17	Certain Business Practices	17
	4.18	Private Placements	18
	4.19	Insurance	18
	4.20	Information Supplied	18
	4.21	Trust Account	19
	4.22	Purchaser Acknowledgment	19
ARTICLE V REPRESENTATIONS AND WARRANTIES OF HOLDINGS			20
	5.1	Organization and Standing	20
	5.2	Authorization; Binding Agreement	20
	5.3	Governmental Approvals	20
	5.4	Non-Contravention	21
	5.5	Capitalization	21
	5.6	Holdings Activities	21
	5.7	Finders and Brokers	21
	5.8	Investment Company Act	21

 ii

	5.9	Taxes	21
	5.10	Information Supplied	22
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY			22
	6.1	Organization and Standing	22
	6.2	Authorization; Binding Agreement	22
	6.3	Capitalization	23
	6.4	Company Subsidiaries	23
	6.5	Governmental Approvals	24
	6.6	Non-Contravention	24
	6.7	Financial Statements	24
	6.8	Absence of Certain Changes	25
	6.9	Compliance with Laws	25
	6.10	Company Permits	25
	6.11	Litigation	25
	6.12	Material Contracts	26
	6.13	Intellectual Property	27
	6.14	Taxes and Returns	28
	6.15	Real Property	30
	6.16	Personal Property	30
	6.17	Employee Matters	30
	6.18	Benefit Plans	32
	6.19	Environmental Matters	33
	6.20	Transactions with Related Persons	34
	6.21	Insurance	34
	6.22	Data Protection and Cybersecurity	34
	6.23	Certain Business Practices	35
	6.24	Investment Company Act	36
	6.25	Finders and Brokers	36
	6.26	Information Supplied	36
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS			36
	7.1	Organization and Standing	36
	7.2	Authorization; Binding Agreement	36
	7.3	Ownership	37

 iii

	7.4	Governmental Approvals	37
	7.5	Non-Contravention	37
	7.6	Litigation	37
	7.7	Investment Representations	38
	7.8	Finders and Brokers	38
	7.9	Information Supplied	39
ARTICLE VIII COVENANTS			39
	8.1	Access and Information	39
	8.2	Conduct of Business of the Company during the Interim Period	40
	8.3	Conduct of Business of Purchaser during the Interim Period	42
	8.4	Conduct of Business of Holdings during the Interim Period	44
	8.5	Interim Period Control	45
	8.6	Preparation and Delivery of Additional Company Financial Statements	45
	8.7	Purchaser Public Filings	45
	8.8	Stock Exchange Listing	46
	8.9	No Trading	46
	8.10	Notification of Certain Matters	46
	8.11	Regulatory Approvals	46
	8.12	Further Assurances	48
	8.13	Tax Matters	48
	8.14	The Registration Statement; Special Shareholder Meeting	48
	8.15	Public Announcements	50
	8.16	Confidential Information	50
	8.17	Post-Closing Board of Directors and Officers of Holdings	51
	8.18	Indemnification of Directors and Officers; Tail Insurance	51
	8.19	Purchaser Expenses; Trust Account Proceeds	52
	8.20	New Registration Rights Agreement	53
	8.21	Lock-Up Agreements	53
	8.22	Holdings Equity Incentive Plan	53
	8.23	Purchaser Extension	53
	8.24	Litigation	54
	8.25	Warrant Assumption Agreement	54
	8.26	Termination of Purchaser Agreements	54

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ARTICLE IX SURVIVAL			54
	9.1	Survival	54
ARTICLE X CONDITIONS TO OBLIGATIONS OF THE PARTIES			54
	10.1	Conditions to Each Party’s Obligations	54
	10.2	Conditions to Obligations of the Company and the Company Shareholders	55
	10.3	Conditions to Obligations of Purchaser and Holdings	57
	10.4	Frustration of Conditions	57
ARTICLE XI TERMINATION AND EXPENSES			57
	11.1	Termination	57
	11.2	Effect of Termination	58
	11.3	Fees and Expenses	59
ARTICLE XII WAIVERS AND RELEASES			59
	12.1	Waiver of Claims Against Trust	59
	12.2	Mutual Releases	60
ARTICLE XIII MISCELLANEOUS			61
	13.1	Notices	61
	13.2	Binding Effect; Assignment	62
	13.3	Third Parties	62
	13.4	Governing Law; Jurisdiction	63
	13.5	Waiver of Jury Trial	63
	13.6	Specific Performance	63
	13.7	Exclusive Remedy	63
	13.8	Severability	64
	13.9	Amendment	64
	13.10	Waiver	64
	13.11	Entire Agreement	64
	13.12	Interpretation	64
	13.13	Counterparts	66
	13.14	No Recourse	66
	13.15	Company Shareholders Representative	67
	13.16	Purchaser Representative	68
	13.17	Legal Representation	69
	13.18	Scope of the Company Shareholders’ Obligations	69
ARTICLE XIV DEFINITIONS			69
	14.1	Certain Definitions	69
	14.2	Section References	81

SCHEDULE

Schedule 1 – Company Shareholders

EXHIBITS

Exhibit A – Sponsor Support Agreement

Exhibit B – Form of Plan of Merger

Exhibit C – Form of Holdings Nominee Share Surrender

Exhibit D – Form of Joinder

Exhibit E – Form of New Registration Rights Agreement

Exhibit F-1 – Form of Lock-Up Agreement (Key Company Shareholders)

Exhibit F-2 – Form of Lock-Up Agreement (Sponsor)

Exhibit G – Form of Warrant Assumption Agreement

Exhibit H – Form of A&R Holdings Charter

 v

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”) is made and entered into as of December 13, 2022, by and among GoGreen Investments Corporation, a Cayman Islands exempted company (“Purchaser”), GoGreen Sponsor 1 LP, a Delaware limited partnership, solely in its capacity as the Purchaser Representative and for purposes of Section 8.23 (“Sponsor”), Lifezone Metals Limited, an Isle of Man company (“Holdings”), Aqua Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Lifezone Holdings Ltd, an Isle of Man company (the “Company”), Keith Liddell, solely in his capacity as the Company Shareholders Representative (in such capacity, the “Company Shareholders Representative”), and those shareholders of the Company set forth on the signature pages hereto as a “Company Shareholder” to this Agreement (collectively, the “Company Shareholders”). Purchaser, Holdings, Merger Sub, the Company and the Company Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS

WHEREAS, Holdings is a newly incorporated Isle of Man company, formed for the purpose of participating in the Transactions (as defined below), that is an Isle of Man tax resident and owned entirely by LJ Management (IOM) Limited, an entity that is not a U.S. citizen or resident, acting as Purchaser’s nominee (the “Holdings Nominee”);

WHEREAS, Merger Sub is a newly incorporated Cayman Islands exempted company, formed by Holdings for the purpose of participating in the Transactions, that (a) is a wholly owned direct subsidiary of Holdings and (b) has for U.S. federal income tax purposes elected to be disregarded as an entity separate from Holdings effective as of the date of Merger Sub’s formation;

WHEREAS, Holdings and Merger Sub were each formed with the minimum capital required for a company in the Isle of Man and the Cayman Islands respectively;

WHEREAS, Purchaser is a Cayman Islands exempted company structured as a blank check company incorporated for the sole purpose of effecting a share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, as of the date of this Agreement, Keith and Jane Liddell (jointly), Varna Holdings Limited, BHP Billiton (UK) DDS Limited, Peter Smedvig, Keith Liddell, Kamberg Investments Limited, Duncan Bullivant, Hermetica Limited and Chris Showalter (such Persons, collectively, the “Key Company Shareholders”) collectively own an aggregate of 570,689 Company Shares, representing approximately 92% of the Company Shares, with the Company Shareholders other than the Key Company Shareholders owning 100% of the remaining Company Shares;

WHEREAS, concurrently with the execution and delivery of this Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “Subscription Agreements”) with Purchaser pursuant to which the PIPE Investors have committed to purchase newly issued Holdings Ordinary Shares at a purchase price of $10.00 per share in a private placement or placements to be consummated immediately following the consummation of the Share Acquisition Closing (the “PIPE Investment”);

WHEREAS, the Parties desire and intend to effect a business combination transaction whereby (a) Purchaser will merge with and into Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence of Purchaser shall cease and Merger Sub shall continue as the surviving entity and a wholly owned direct subsidiary of Holdings and (ii) each issued and outstanding Purchaser Ordinary Share immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the Per Share Merger Consideration, and (b) on the day immediately after the Merger Effective Time, the Company Shareholders will transfer all of the outstanding Company Shares to Holdings the consideration for which will be (x) the issuance of new Holdings Ordinary Shares by Holdings and (y) the issuance of the Earnout Shares by Holdings subject to the terms of and in accordance with Section 2.5 (the “Share Acquisition” and, together with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents, the “Transactions”), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable Law;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Purchaser and Sponsor, among others, have entered into the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit A (the “Sponsor Support Agreement”) pursuant to which, among other things, (a) Sponsor agreed to waive its anti-dilution rights in the Purchaser Charter with respect to the Purchaser Class B Ordinary Shares and (b) Sponsor agreed to subject 1,725,000 Holdings Ordinary Shares to be received in connection with the Transactions with respect to its Purchaser Class B Ordinary Shares to an earn-out subject to release only if certain price targets with respect to the Holdings Ordinary Shares are achieved after the Share Acquisition Closing Date and prior to the fifth anniversary thereof, upon the terms and conditions set forth in the Sponsor Support Agreement;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that this Agreement, the Ancillary Documents to which it is party and the Transactions are in the best interests of the Company, (b) approved this Agreement, the Ancillary Documents to which the Company is party, and the Transactions and (c) recommended the approval and adoption of this Agreement, the Ancillary Documents to which the Company is party and the Transactions by the shareholders of the Company;

WHEREAS, the shareholders of the Company have approved this Agreement, the Ancillary Documents to which the Company is party, and the Transactions;

WHEREAS, the Board of Directors of Purchaser (the “Purchaser Board”) has unanimously (a) determined that (i) this Agreement, the Ancillary Documents to which it is party, the Merger and the other Transactions are in the best interests of Purchaser and (ii) the Transactions constitute a “Business Combination” as such term is defined in the Purchaser Charter, (b) approved and declared the advisability of this Agreement, the Ancillary Documents to which Purchaser is party, the Merger and the other Transactions, and (c) recommended the approval and adoption of this Agreement, the Ancillary Documents to which Purchaser is party, the Merger and the other Transactions by the holders of the Purchaser Ordinary Shares (the “Purchaser Shareholders”);

WHEREAS, the Board of Directors of Holdings (the “Holdings Board”) has (a) determined that this Agreement, the Ancillary Documents to which it is party and the Transactions are in the best interests of Holdings, (b) approved this Agreement, the Ancillary Documents to which it is party and the Transactions and (c) resolved to recommend that the shareholder of Holdings approves this Agreement, the Ancillary Documents to which Holdings is party and the Transactions;

WHEREAS, the shareholder of Holdings has approved this Agreement, the Ancillary Documents to which Holdings is party and the Transactions;

WHEREAS, the sole Director of Merger Sub has (a) determined that this Agreement, the Ancillary Documents to which it is party, the Merger and the other Transactions are in the best interests of Merger Sub and Holdings (as the sole shareholder of Merger Sub), (b) approved this Agreement and the Ancillary Documents to which Merger Sub is a party and declaring its and their advisability and approving the Merger and the other Transactions, and (c) recommended the approval and adoption of this Agreement, the Ancillary Documents to which Merger Sub is a party, the Merger and the other Transactions by Holdings (as the sole shareholder of Merger Sub);

WHEREAS Holdings has approved and adopted a written resolution approving, in its capacity as the sole shareholder of Merger Sub, this Agreement, the Ancillary Documents to which Merger Sub is a party, the Merger and the other Transactions; and

WHEREAS, certain capitalized terms used herein are defined in Article XIV hereof.

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NOW, THEREFORE, in consideration of the premises set forth above, 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. At the Merger Effective Time, subject to and upon the terms and conditions of this Agreement and the plan of merger to be entered into between Purchaser, Merger Sub and Holdings substantially in the form attached hereto as Exhibit B (the “Plan of Merger”), and in accordance with the applicable provisions of the Cayman Companies Act, Purchaser, as a constituent company for the purpose of the Cayman Companies Act, and Merger Sub, as a constituent company for the purpose of the Cayman Companies Act, shall consummate the Merger, pursuant to which Purchaser shall be merged with and into Merger Sub with Merger Sub being the surviving entity for the purpose of the Cayman Companies Act, following which the separate corporate existence of Purchaser shall cease and Merger Sub shall continue as the surviving company and a wholly owned direct subsidiary of Holdings. Merger Sub, as the surviving company after the Merger, is hereinafter referred to as the “Surviving Company”.

1.2 Merger Effective Time. Purchaser, Merger Sub and Holdings shall cause the Merger to be consummated by filing the Plan of Merger and other Cayman Merger Filing Documents to be filed with the Cayman Registrar. The Merger shall become effective at the time on the Merger Closing Date when the Plan of Merger is registered by the Cayman Registrar in accordance with Section 233(13) of the Cayman Companies Act or at such later time permitted by the Cayman Companies Act as may be agreed and specified by Purchaser and Merger Sub with the prior written consent of the Company (the “Merger Effective Time”).

1.3 Effect of the Merger. At 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 Companies 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 Purchaser and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Purchaser and Merger Sub set forth in this Agreement to be performed after the Merger Effective Time.

1.4 Organizational Documents. The memorandum and articles of association of Merger Sub as in effect immediately prior to the Merger Effective Time shall be the memorandum and articles of association of the Surviving Company following the Merger Effective Time until thereafter amended in accordance with such memorandum and articles of association and applicable Law.

1.5 Directors and Officers of Surviving Company. At the Merger Effective Time, the directors and officers of the Surviving Company shall be the directors and officers of Holdings, each to hold office in accordance with the Organizational Documents of the Surviving Company until their resignation or removal in accordance with the Organizational Documents of the Surviving Company or until their respective successors are duly elected or appointed and qualified. At the Merger Effective Time, the board of directors and officers of Purchaser shall automatically cease to hold office.

1.6 Effect of Merger on Purchaser Securities and Merger Sub Shares.

(a) Purchaser Unit Separation. Immediately prior to the Merger Effective Time, each Purchaser Public Unit that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Purchaser Class A Ordinary Share and one-half of a Purchaser Redeemable Warrant in accordance with the terms of the applicable Purchaser Public Unit (the “Unit Separation”); provided that if a holder of Purchaser Public Units would be entitled to receive a fraction of a Purchaser Redeemable Warrant upon the Unit Separation, the number of Purchaser Redeemable Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of Purchaser Redeemable Warrants without cash settlement for such rounded fraction. The detached Purchaser Securities shall be converted in accordance with the applicable terms of this Section 1.6.

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(b) Purchaser Ordinary Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Purchaser or Holdings, after giving effect to the Unit Separation referred to in Section 1.6(a), each Purchaser Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time (other than any Excluded Shares, Redeeming Purchaser Shares and Dissenting Purchaser Shares) shall thereupon be converted into, and the holder of such Purchaser Ordinary Share shall be entitled to receive, the Per Share Merger Consideration. All of the Purchaser Ordinary Shares converted into the right to receive the Per Share Merger Consideration pursuant to this Section 1.6(b) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Merger Effective Time, and each holder of a certificate previously representing any such Purchaser Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such Purchaser Ordinary Shares shall have been converted in the Merger.

(c) Purchaser Warrants. At the Merger Effective Time, each Purchaser Warrant (whether or not a whole warrant) that is outstanding immediately prior to the Merger Effective Time (but after giving effect to the Unit Separation referred to in Section 1.6(a)) shall, pursuant to and in accordance with (i) Section 4.5 of the Warrant Agreement, between Purchaser and Continental Stock Transfer & Trust Company dated October 20, 2021 (as amended by the Warrant Assumption Agreement) and (ii) the Warrant Assumption Agreement, automatically and irrevocably be modified to provide that such Purchaser Warrant shall no longer entitle the holder thereof to purchase the amount of Purchaser Ordinary Shares set forth therein and in substitution thereof such Purchaser Warrant shall entitle the holder thereof to acquire such equal number of Holdings Ordinary Shares per such Purchaser Warrant.

(d) Excluded Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the Purchaser Shareholders, each Excluded Share that is issued and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, without any conversion thereof and no consideration shall be paid with respect thereto.

(e) Redeeming Purchaser Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the Purchaser Shareholders or the Holdings Nominee, each Redeeming Purchaser Share that is issued and outstanding immediately prior to the Merger Effective Time (if any) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Redeeming Purchaser Shares shall thereafter cease to have any rights with respect to such securities except the right to be paid a pro rata share of the Redemption Amount in accordance with the Purchaser Charter. Notwithstanding the foregoing, once the holder of a Purchaser Class A Ordinary Share has validly exercised its Redemption Right with respect to such security, such holder’s rights with respect to such security shall be limited to the right to receive a pro rata share of the Redemption Amount in accordance with the Purchaser Charter.

(f) Dissenting Purchaser Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the Purchaser Shareholders or the Holdings Nominee, each Dissenting Purchaser Share that is issued and outstanding immediately prior to the Merger Effective Time (if any) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Dissenting Purchaser Shareholder shall thereafter cease to have any rights with respect to such securities except the rights granted by Section 238 of the Cayman Companies Act to Dissenting Purchaser Shareholders, subject to Section 1.10. Any payment made to a Dissenting Purchaser Shareholder with respect to any Dissenting Purchaser Share shall be made by Purchaser, if such payment is made prior to the Merger Effective Time, or by Holdings or the Surviving Company, if such payment is made after the Merger Effective Time. For the avoidance of doubt, no payment made to a Dissenting Purchaser Shareholder with respect to any Dissenting Purchaser Share shall be made using funds directly or indirectly received from the Company or any Company Subsidiary.

(g) Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the Purchaser Shareholders or the Holdings Nominee, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall continue existing and held by Holdings and constitute the only issued and outstanding shares in the capital of the Surviving Company.

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(h) No Liability. Notwithstanding anything to the contrary in this Section 1.6, none of the Surviving Company, Holdings, the Company or any other 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.

1.7 Satisfaction of Rights. All securities issued upon the surrender of Purchaser Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities; provided that any restrictions on the sale and transfer of Purchaser Securities shall also apply to the Holdings Securities so issued in exchange.

1.8 Lost, Stolen or Destroyed Purchaser Certificates. In the event any certificates representing Purchaser Securities shall have been lost, stolen or destroyed, upon the making of an affidavit of such fact and indemnity by the Person claiming such certificate to be lost, stolen or destroyed, Holdings shall issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, such securities, as may be required pursuant to Section 1.6.

1.9 Stock Transfer Books. At the Merger Effective Time, the register of members of Purchaser shall be closed, and there shall be no further registration of transfers of Purchaser Securities thereafter on the records of Purchaser.

1.10 Dissenters’ Rights.

(a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Purchaser Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by Purchaser Shareholders who shall have validly exercised their dissenters’ rights for such Purchaser Ordinary Shares in accordance with Section 238 of the Cayman Companies Act, and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting Purchaser Shares”, and the holders of such Dissenting Purchaser Shares being the “Dissenting Purchaser Shareholders”) shall not be converted into, and such Dissenting Purchaser Shareholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such Dissenting Purchaser Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The Purchaser Ordinary Shares owned by any Purchaser Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights under Section 238 of the Cayman Companies Act shall cease to be Dissenting Purchaser Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable Per Share Merger Consideration in accordance with Section 1.6(b), without any interest thereon.

(b) Prior to the Merger Effective Time, Purchaser shall give the Company (i) prompt written notice of any written objections to the Merger or demands for dissenters’ rights received by Purchaser from Purchaser Shareholders and any withdrawals of such objections or demands and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such objection or demand for dissenters’ rights under the Cayman Companies Act. Purchaser shall not, except with reasonable consultation with the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a Purchaser Shareholder of its rights to dissent from the Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands.

(c) Notwithstanding any provision of this Agreement to the contrary, if any Purchaser Shareholder gives to Purchaser any written objection to the Merger in accordance with Section 238(2) of the Cayman Companies Act (a “Written Objection”) (i) Purchaser shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Merger (the “Authorization Notice”) to each such Purchaser Shareholder who has made a Written Objection and provide a copy of the same to the Company and (ii) unless the Company elects in writing to waive this Section 1.10(c), no Party shall be obligated to effect the Merger Closing and the Plan of Merger shall not be filed with the Cayman Registrar until at least twenty days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or, to the extent permissible, waiver of all of the conditions set forth in Article X as of such date.

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1.11 Appointment of Transfer Agent. Prior to the Merger Closing, Holdings shall appoint a transfer agent acceptable to the Company (the “Transfer Agent”), as its agent, for the purpose of (a) exchanging Purchaser Securities for Holdings Securities, and (b) issuing Exchange Shares. The Transfer Agent shall (i) exchange Purchaser Securities for Holdings Securities, (ii) issue Exchange Shares, and (iii) take or cause to be taken such actions as are necessary to update Holdings’ register of members to reflect the actions contemplated by clauses (i) and (ii) of this sentence and irrevocable surrender of ordinary share substantially in the form attached hereto as Exhibit C (the “Holdings Nominee Share Surrender”), in each case in accordance with the terms of this Agreement and, to the extent applicable, the Plan of Merger, the IOM Companies Act, the Cayman Companies Act and customary transfer agent procedures and the rules and regulations of the Depository Trust Company (“DTC”), in each case in a form approved by the Company.

1.12 Exchange of Book-Entry Shares.

(a) Exchange Procedures. At the Merger Effective Time, Holdings shall issue all Holdings Ordinary Shares to be issued as the Per Share Merger Consideration. As soon as practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Holdings shall cause the Transfer Agent to mail to each holder of record of Purchaser Ordinary Shares which were converted pursuant to Section 1.6(b) into the Per Share Merger Consideration instructions for use in effecting the surrender of the Purchaser Ordinary Shares in exchange for the Per Share Merger Consideration in a form acceptable to the Company. Upon receipt of an “agent’s message” by the Transfer Agent (or such other evidence, if any, of transfer as the Transfer Agent may reasonably request), the holder of a Purchaser Ordinary Share which was converted pursuant to Section 1.6(b) into the Per Share Merger Consideration shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the Per Share Merger Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each Purchaser Ordinary Share surrendered. The Holdings Ordinary Shares to be delivered as the Per Share Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the customary procedures of DTC, unless a physical Holdings Ordinary Share is required by applicable Law, in which case Holdings and the Company shall jointly cause the Transfer Agent to promptly send certificates representing such Holdings Ordinary Shares to such holder. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Purchaser Ordinary Share in exchange therefor is registered, it shall be a condition of payment that (i) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of Purchaser Ordinary Share surrendered or shall have established to the reasonable satisfaction of Holdings and the Company that such Tax either has been paid or is not applicable.

(b) Distributions with Respect to Unexchanged Holdings Ordinary Shares. All Holdings Ordinary Shares to be issued as the Per Share Merger Consideration shall be deemed issued and outstanding as of the Merger Effective Time. Subject to the effect of escheat, Tax or other applicable Laws, the holder of whole Holdings Ordinary Shares issued in exchange for Purchaser Ordinary Shares pursuant to Section 1.6(b) will be promptly paid, without interest (subject to any applicable withholding Tax), the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such whole Holdings Ordinary Shares.

(c) Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Purchaser Ordinary Shares or Company Shares occurring on or after the date of this Agreement and prior to the Merger Effective Time.

(d) Termination of Fund. At any time following the first (1^st) anniversary of the Share Acquisition Closing Date, Holdings shall be entitled to require the Transfer Agent to deliver to it any funds or other property (including any interest received with respect thereto) that had been made available to the Transfer Agent and which have not been disbursed in accordance with this Article I, and thereafter persons entitled to receive payment pursuant to this Article I shall be entitled to look only to Holdings (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the delivery of any Per Share Merger Consideration and payment of any dividends or other distributions to which such holder is entitled pursuant to Section 1.6(b), in each case without interest (subject to any applicable withholding Tax), that may be deliverable or payable upon surrender of any Purchaser Ordinary Shares held by such holders, as determined pursuant to this Agreement, without any interest thereon.

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1.13 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 purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Purchaser and Merger Sub, the officers and directors of Purchaser and Holdings are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

1.14 Tax Consequences. The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, (a) it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (the “Intended Tax Treatment”) and (b) this Agreement constitutes, and is adopted as, as a “plan or reorganization” within the meaning of Treasury Regulation sections 1.368-2(g) and 1.368-3(a).

ARTICLE II
SHARE ACQUISITION

2.1 Exchange of Company Shares. At the Share Acquisition Closing and subject to and upon the terms and conditions of this Agreement and the Organizational Documents of the Company, the Company Shareholders shall sell, assign and transfer to Holdings, and Holdings shall purchase, acquire, assume and accept from the Company Shareholders, all of the legal and beneficial title to the Company Shares with full title guarantee, free from all Liens (other than Liens arising as a result of transfer restrictions under applicable securities Laws and the relevant Organizational Documents) and together with all rights attaching to the Company Shares at the Share Acquisition Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the Company Shares after the Share Acquisition Closing). Following the Share Acquisition Closing, the Company will be a wholly owned subsidiary of Holdings.

2.2 Consideration.

(a) Subject to and upon the terms and conditions of this Agreement, the aggregate consideration owed to each Company Shareholder in exchange for such Company Shareholder’s Company Shares shall be the issuance of the Closing Number of Shares at the Share Acquisition Closing and the issuance of the Earnout Shares, subject to and determined in accordance with, Section 2.5, in each case as set out next to the name of the relevant Company Shareholder in the corresponding column of Schedule 1 to this Agreement (in respect of each Company Shareholder, its “Company Shareholder Consideration”). The Parties acknowledge and agree that (i) Schedule 1 to this Agreement has been prepared as of the date of this Agreement and in respect of each Company Shareholder pro rata on a fully diluted basis assuming all Company Equity Awards have vested, been exercised and settled in full in accordance with Section 2.4(a) and Section 2.4(b) and (ii) such Schedule shall be updated from time to time prior to the Share Acquisition Closing to reflect (x) the lapsing of Company Options following the date hereof and prior to the occurrence of the Share Acquisition Closing and (y) any other updates from time to time agreed to in writing by Purchaser Representative, the Company and the Company Shareholders Representative.

(b) Holdings shall issue to each Company Shareholder (i) the Closing Number of Shares at the Share Acquisition Closing determined in accordance with Section 2.2(a) and (ii)  the Earnout Shares, subject to and determined in accordance with, Section 2.5.

2.3 Transfer of Company Shares and Other Undertakings.

(a) At or prior to the Share Acquisition Closing, each Company Shareholder shall deliver or procure the delivery to Holdings of:

(i) a duly executed stock transfer form in respect of its Company Shares to effect the transfer of its Company Shares (the “STFs”);

(ii) share certificates representing its Company Shares (“Company Certificate”), if its Company Shares are certificated. In the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to Holdings, the relevant Company Shareholder may instead deliver to Holdings an indemnity for lost certificate in form and substance reasonably acceptable to Holdings;

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(iii) a copy of any power of attorney in form and substance reasonably acceptable to Holdings under which any document to be executed by any Company Shareholder under this Agreement has been executed;

(iv) to the extent a Key Company Shareholder, a duly executed counterpart to the Lock-Up Agreement;

(v) a duly executed counterpart to the New Registration Rights Agreement; and

(vi) a duly executed certificate in accordance with Section 10.3(c).

(b) At the Share Acquisition Closing, the Company shall deliver or procure the delivery to Holdings of a copy of the executed and undated resolution of the board of directors of the Company (i) approving the form of the STFs and the transfer of the Company Shares from the Company Shareholders to Holdings and (ii) instructing the Transfer Agent to update the Company’s register of members such that Holdings is entered in the register of members as the sole holder of all of the Company Shares.

2.4 Company Equity Awards.

(a) Company Options. Following the date hereof, the Company shall deliver a written notice to each holder of unexercised Company Options (whether vested or unvested) providing (i) that the applicable holder shall be entitled to exercise any portion thereof that is outstanding as of immediately prior to the Share Acquisition Closing by delivering to the Company, prior to the Share Acquisition Closing, a duly executed notice of exercise, such exercise contingent on such holder agreeing to satisfy the aggregate exercise price of such Company Options and any withholding amounts relating to Taxes incurred by such holder in connection with such exercise in such manner as is approved by the Company, (ii) that if any such Company Options are not exercised in accordance with the foregoing, such Company Options shall automatically lapse and cease to be exercisable without consideration or further notice on the Share Acquisition Closing and (iii) any other terms and conditions in respect of the execution of such Company Options that the Company determines, in reasonable consultation with Holdings, to be reasonably necessary to effect the Transactions.

(b) Company RSUs. The vesting and settlement of each Company RSU outstanding as of immediately prior to the Share Acquisition Closing shall, subject to the terms and conditions of the applicable award agreement for such Company RSU, be accelerated in full as of immediately prior to, and contingent on, the Share Acquisition Closing, with the Company Shares delivered in satisfaction of such Company RSUs being subject to the remaining terms of this Article II on the same terms and conditions as all other outstanding Company Shares; provided that such acceleration shall be contingent on and shall not be effective unless, such holder (i) pays the call price provided for under the applicable award agreement for such Company RSUs, (ii) agrees to satisfy the withholding amounts relating to any Taxes incurred by such holder in connection with such vesting and settlement and (iii) any other terms and conditions in respect of the settlement of such Company RSUs that the Company determines, in reasonable consultation with Holdings, to be reasonably necessary to effect the Transactions.

(c) Company Actions. The Company Board (or, if appropriate, any committee administering the Company Option Plan or the Company RSUs) shall take all actions necessary (including adopting such appropriate resolutions of the Company Board or any committee of the Company Board) to effectuate the treatment of the Company Equity Awards set forth in Section 2.4(a) and Section 2.4(b), including the cancellation for no consideration of any Company Options that are not exercised prior to the Share Acquisition Closing.

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2.5 Earnout Shares.

(a) In consideration for the Company Shareholders’ sale, assignment and transfer of the Company Shares pursuant to the Share Acquisition (and in addition to the issuance of the Closing Number of Shares pursuant to Section 2.2), as promptly as reasonably practicable (but in any event, within five Business Days) after the occurrence of a Triggering Event, Holdings shall issue to the Eligible Company Equityholders with respect to such Triggering Event the following number of Holdings Ordinary Shares (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Holdings Ordinary Shares occurring after the Share Acquisition Closing and upon or prior to the applicable Triggering Event) (the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement:

(i) upon the occurrence of Triggering Event I, a one-time issuance of 12,536,026 Earnout Shares; and

(ii) upon the occurrence of Triggering Event II, a one-time issuance of 12,536,026 Earnout Shares;

Subject to Section 2.5(h), the Earnout Shares shall be allocated among the Eligible Company Equityholders as set forth in the corresponding column of Schedule 1 to this Agreement. The Parties acknowledge and agree that (x) Schedule 1 to this Agreement has been prepared pro rata in respect of each Eligible Company Equityholder on a fully diluted basis assuming all Company Equity Awards have vested, been exercised and settled in full in accordance with Section 2.4(a) and Section 2.4(b) and (y) such Schedule shall be updated from time to time prior to the Share Acquisition Closing to reflect (1) the lapsing of Company Options following the date hereof and prior to the occurrence of the Share Acquisition Closing and (2) any other updates from time to time agreed to in writing by Purchaser Representative, the Company and the Company Shareholders Representative. For the avoidance of doubt, Holdings shall not deduct as compensation paid any amount with respect to the Earnout Shares.

(b) For the avoidance of doubt, the Eligible Company Equityholders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the sum of the Earnout Shares exceed 25,072,052.

(c) If, during the Earnout Period, there is a Change of Control (or a definitive Contract providing for a Change of Control is entered into during the Earnout Period and such Change of Control is ultimately consummated, even if such consummation occurs after the Earnout Period) pursuant to which Holdings or its shareholders shall receive consideration implying a value per Holdings Ordinary Share (as determined in good faith by the Holdings Board) of:

(i) less than $14.00, then this Section 2.5 shall terminate and no Earnout Shares shall be issuable hereunder;

(ii) greater than or equal to $14.00 but less than $16.00, then, (A) immediately prior to such Change of Control, Holdings shall issue 12,536,026 Holdings Ordinary Shares (less any Earnout Shares issued prior to such Change of Control pursuant to Section 2.5(a)), and (B) thereafter, this Section 2.5 shall terminate and no further Earnout Shares shall be issuable hereunder; or

(iii) greater than or equal to $16.00, then, (A) immediately prior to such Change of Control, Holdings shall issue 25,072,052 Holdings Ordinary Shares (less any Earnout Shares issued prior to such Change of Control pursuant to Section 2.5(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 2.5 shall terminate and no further Earnout Shares shall be issuable hereunder.

(d) The Holdings Ordinary Share price targets set forth in the definitions of Triggering Event I and Triggering Event II, and in clauses (i), (ii) and (iii) of Section 2.5(c), and the number of Holdings Ordinary Shares described in clauses (i), (ii) and (iii) of Section 2.5(c), shall be equitably adjusted for stock splits, share divisions, reverse stock splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Holdings Ordinary Shares occurring after the Share Acquisition Closing and prior to the Change of Control.

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(e) At all times during the Earnout Period, Holdings shall maintain all necessary authorizations to satisfy in full its issuance obligations set forth in this Section 2.5 and shall take all actions reasonably required (including by convening any shareholder meeting and soliciting any required consents or approvals from shareholders). In no event will any issuance of Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent issuance of Earnout Shares take any steps that would render such rights readily marketable.

(f) Holdings shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 2.5, including through the provision of an updated register of members showing such issuances (as certified by a director or officer of Holdings responsible for maintaining such register of members or the applicable registrar or the Transfer Agent).

(g) During the Earnout Period, Holdings shall use commercially reasonable efforts for Holdings to remain listed as a public company on, and for the Holdings Ordinary Shares (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the Holdings Ordinary Shares are then listed; provided, however, that subject to Section 2.5(c), the foregoing shall not limit Holdings from consummating a Change of Control or entering into a Contract that contemplates a Change of Control.

(h) Any Earnout Shares acquired by an Eligible Company Equityholder pursuant to Section 2.5(a), Section 2.5(b) or Section 2.5(c) shall be treated as additional Holdings Ordinary Shares received in Holdings for all applicable U.S. federal, state and local Tax purposes, except as otherwise required by applicable Law pursuant to a “final determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable U.S. state or local Law).

2.6 Fractional Shares. Notwithstanding anything to the contrary contained herein, no fraction of a Holdings Ordinary Share or Earnout Share will be issued, in any form, by virtue of this Agreement, the Merger or the other Transactions, and each Person who would otherwise be entitled to a fraction of a Holdings Ordinary Share or Earnout Share (after aggregating all fractional Holdings Ordinary Shares or Earnout Shares, as applicable, that would otherwise be received by such Person) shall instead have the number of Holdings Ordinary Shares or Earnout Shares, respectively, issued to such Person rounded up or down to the nearest whole Holdings Ordinary Share or Earnout Share, respectively. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

2.7 Company Shareholder Consent. Each Company Shareholder hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which the Company is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions. Each Company Shareholder acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of such Company Shareholder as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company’s Organizational Documents, the Shareholders’ Agreement, any other agreement in respect of the Company to which such Company Shareholder is a party or bound and all applicable Laws. Each of the Company Shareholders hereby waives and disapplies any and all pre-emption rights, rights of first refusal, tag along, drag along and other rights (each, howsoever described) which may have been conferred on it under the Company’s Organizational Documents, the Shareholders’ Agreement or otherwise as may affect the Transactions (other than its rights pursuant to this Agreement). Further, subject to applicable Law, the Company and the Company Shareholders hereby waive any obligations of any other Person pursuant to the Company’s Organizational Documents to the extent they relate to the Transactions.

2.8 Termination of Certain Agreements. Without limiting the provisions of Section 2.7 or Section 12.2, the Company and the Company Shareholders hereby agree that, effective at the Share Acquisition Closing, any shareholders, voting or similar agreement among the Company and any of the Company Shareholders or among the Company Shareholders with respect to the Company or its shares (including the Shareholders’ Agreement) shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect with no Liability whatsoever for the Company. Further, the Company and the Company Shareholders hereby waive any obligations of the parties under any agreement described in the preceding sentence with respect to the Transactions, and any failure of such parties to comply with the terms thereof in connection with the Transactions.

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2.9 Release of Funds from Trust Account. Subject to the terms and conditions of the Trust Agreement, each Party shall use 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 cause the funds held in the Trust Account to be released simultaneously with, or as promptly as practicable after, the Share Acquisition Closing.

2.10 Holdings Nominee. Purchaser and Holdings shall use their respective commercially reasonable efforts, and shall cooperate fully with each other, 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 Law, to direct the Holdings Nominee to execute and deliver to Holdings the Holdings Nominee Share Surrender. The board of directors of Holdings shall take such actions as are appropriate to cancel such share capital in accordance with, and to the fullest extent permitted by, the IOM Companies Act.

2.11 Sponsor Offset Issuance to Company Shareholders. Each Company Shareholder’s Closing Number of Shares issued at the Share Acquisition Closing shall be increased by the number of Sponsor Offset Shares (i.e., the number of Sponsor Earnout Shares (as defined in the Sponsor Support Agreement) or Holdings Ordinary Shares forfeited pursuant to Section 1.9 of the Sponsor Support Agreement) pro rata in accordance with such Company Shareholder’s Closing Number of Shares as set forth in Schedule 1 hereto as in effect immediately prior to the Merger Closing). The Holdings Ordinary Shares issued to the Company Shareholders as a result of this Section 2.11 shall not be subject to any vesting or earnout, and shall not bear the legend contemplated by Section 1.10 of the Sponsor Support Agreement.

2.12 Withholding. Purchaser, Holdings, the Company, the Transfer Agent and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. Other than with respect to any compensatory payments subject to payroll withholding, the Person intending to withhold shall use commercially reasonable efforts to notify the Person to whom amounts would otherwise be payable of any amounts that it intends to deduct and withhold at least five days prior to the payment with respect to which such amounts will be withheld (which notice shall set forth a description of the factual and legal basis for such withholding) and Purchaser, Holdings and the Company shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III
MERGER CLOSING; SHARE ACQUISITION CLOSING

3.1 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article X, the closing of the Merger (the “Merger Closing”) shall occur on the third Business Day following the satisfaction or, to the extent legally permissible, waiver of the conditions set forth in Article X (other than those conditions that by their nature are to be fulfilled at the Merger Closing, but subject to the satisfaction of or, to the extent legally permissible, waiver by the Party benefitting from, such conditions), or at such other date as Purchaser, Holdings and the Company may agree in writing. The closing of the Share Acquisition (the “Share Acquisition Closing”) shall occur on the day immediately following the Merger Closing. The date of the Merger Closing shall be referred to herein as the “Merger Closing Date”. The date of the Share Acquisition Closing shall be the date that is one day immediately after the Merger Closing Date and shall be referred to herein as the “Share Acquisition Closing Date”. Each of the Merger Closing and Share Acquisition Closing shall take place virtually or at such place as Purchaser, Holdings and the Company may agree in writing, and at such times on the Merger Closing Date and the Share Acquisition Closing Date as Purchaser, Holdings and the Company agree in writing.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in (a) the disclosure schedules delivered by Purchaser to the Company on the date hereof (the “Purchaser Disclosure Schedules”), or (b) the SEC Reports that are available on the SEC’s website through EDGAR, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements (provided that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1, Section 4.2 or Section 4.5), Purchaser represents and warrants to the Company, Holdings and the Company Shareholders, as of the date hereof, as of the Merger Closing and as of the Share Acquisition Closing, as follows:

4.1 Organization and Standing. Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands 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, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser has made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect. Purchaser is not in violation of any provision of its Organizational Documents in any material respect.

4.2 Authorization; Binding Agreement. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions (a) have been duly and validly authorized by the Purchaser Board and (b) other than the Required Shareholder Approval, no other corporate proceedings (including any vote of holders of any class or series of securities of Purchaser), other than as set forth elsewhere in this Agreement, on the part of Purchaser 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. The Purchaser Board, at a duly called and held meeting or in writing as permitted by Purchaser’s Charter, has unanimously (i) determined that this Agreement, the Ancillary Documents to which it is party and the Transactions, including the Merger, are advisable, fair to and in the best interests of Purchaser Shareholders, (ii) approved and adopted this Agreement and the Ancillary Documents to which it is party, (iii) recommended that Purchaser Shareholders vote in favor of the approval of this Agreement, the Ancillary Documents to which it is party, the Merger, and the other Shareholder Approval Matters (the “Purchaser Recommendation”) and (iv) directed that this Agreement, the Ancillary Documents to which it is party and the Shareholder Approval Matters be submitted to Purchaser Shareholders for their approval. Purchaser has made available to the Company a complete and correct copy of the resolutions of the Purchaser Board referred to in clauses (i)-(iv) of the immediately preceding sentence, which such resolutions were duly adopted by written consent or at a duly called and held meeting of the Purchaser Board and have not been subsequently rescinded or modified in any way. This Agreement has been, and each Ancillary Document to which Purchaser is a party shall be when delivered, duly and validly executed and delivered by Purchaser 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 Purchaser, enforceable against Purchaser 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 to general principles of equity (collectively, the “Enforceability Exceptions”).

4.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Purchaser is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation by Purchaser of the Transactions, other than (a) any filings required with the NYSE or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) the unconditional approval of the Transactions by the Tanzanian Fair Competition Commission and (d) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser.

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4.4 Non-Contravention. The execution and delivery by Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by Purchaser of the Transactions, and compliance by Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3, and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to Purchaser 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 Purchaser 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 (other than a Permitted Lien) upon any of the properties or assets of Purchaser 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 Purchaser Material Contract, except for any deviations from any of the foregoing clauses (b) or (c) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Purchaser.

4.5 Capitalization.

(a) As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Section 4.5(a) of the Purchaser Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding preference shares of Purchaser. All outstanding Purchaser Securities are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Laws of the Cayman Islands, the Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, Purchaser does not have any Subsidiaries or own any equity interests in any other Person.

(b) There are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities (including Purchaser 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 securities of Purchaser (including Purchaser Securities), (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options, shares or securities convertible into or exchangeable for any securities (including Purchaser Securities), or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such securities (including Purchaser Securities). Other than with respect to the Redemption Rights or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any securities of Purchaser (including Purchaser Securities) 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 herein, there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any securities of Purchaser (including Purchaser Securities).

(c) All Indebtedness of the type referred to in clauses (a)-(c) of the definition thereof of Purchaser as of the date of this Agreement is disclosed in Section 4.5(c) of the Purchaser Disclosure Schedules.

(d) Since the date of formation of Purchaser and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its securities (including Purchaser Securities) and has not repurchased, redeemed or otherwise acquired any of its securities (including Purchaser Securities), and Purchaser’s board of directors has not authorized any of the foregoing.

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4.6 SEC Filings; Purchaser Financials; Internal Controls.

(a) Purchaser has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Purchaser with the SEC under the Securities Act and the Exchange Act, together with any amendments, restatements or supplements thereto (collectively, the “SEC Reports”), and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Share Acquisition Closing. Except to the extent available on the SEC’s web site through EDGAR, Purchaser has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Purchaser’s quarterly reports on Form 10-Q for each fiscal quarter since the IPO to disclose its quarterly financial results in each of the fiscal years of Purchaser, (ii) Purchaser’s annual reports on Form 10-K for each fiscal year since the IPO to disclose its annual financial results in each of the fiscal years of Purchaser and (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Purchaser with the SEC. The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Purchaser has delivered to the Company true and correct copies of all amendments and modifications that have not been filed by Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by Purchaser with the SEC and are currently in effect. As used in this Section 4.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) (i) the Purchaser Ordinary Shares, the Purchaser Redeemable Warrants and the Purchaser Public Units are listed on the NYSE, in the ticker of GOGN, GOGN.WS and GOGN.U, respectively, (ii) Purchaser has not received any written deficiency notice from the NYSE relating to the continued listing requirements of such Purchaser Securities, (iii) there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Purchaser Securities on the NYSE, and (iv) such Purchaser Securities are in compliance with all of the applicable listing and corporate governance rules and regulations of the NYSE.

(c) The financial statements and notes of Purchaser contained or incorporated by reference in the SEC Reports (the “Purchaser Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Purchaser 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, (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), and (iii) audited in accordance with PCAOB standards.

(d) Except as and to the extent reflected or reserved against in the balance sheet of Purchaser dated September 30, 2022 included in the Purchaser Financials, Purchaser has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since Purchaser’s formation in the ordinary course of business. Purchaser does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements of any Person other than those of Purchaser are required by GAAP to be included in the financial statements of Purchaser.

(e) Neither Purchaser nor Purchaser’s independent auditors has identified any (i) “significant deficiency” in the internal controls over financial reporting of Purchaser, (ii) “material weakness” in the internal controls over financial reporting of Purchaser, (iii) fraud that involves management or other employees of Purchaser who have a role in the internal controls over financial reporting of Purchaser or (iv) any written claim or allegation regarding any of the foregoing.

(f) Except as not required in reliance on exemptions from various reporting requirements by virtue of Purchaser’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, (i) Purchaser has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with GAAP, and (ii) Purchaser has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal executive officer and principal financial officer by others within Purchaser, including during the periods in which the periodic reports required under the Exchange Act are being prepared.

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(g) There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Purchaser. Purchaser has not taken any action prohibited by Section 402 of SOX.

(h) To the Knowledge of Purchaser, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports. To the Knowledge of Purchaser, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

4.7 Absence of Certain Changes. From the date of Purchaser’s formation to the date of this Agreement, (a) Purchaser has conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities, and (b) there has not been a Material Adverse Effect with respect to Purchaser.

4.8 Compliance with Laws. Except where the failure to be, or to have been, in compliance with such Laws, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser, (a) Purchaser is and since the date of formation of Purchaser has been, in compliance with, and not in conflict, default or violation of, any applicable Laws, including for the avoidance of doubt non-compliance with any anti-tax evasion Laws that give rise to a need for Purchaser to maintain appropriate Tax evasion prevention procedures and (b) Purchaser has not received, since the date of formation of Purchaser, any written or, to the Knowledge of Purchaser, oral notice of any conflict or non-compliance with, or default or violation of, any applicable Laws by which it is or was bound.

4.9 Actions; Orders; Permits. Purchaser (and its 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 with Purchaser), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted, and to own, lease and operate its assets and properties (collectively, the “Purchaser Permits”), except where the failure to obtain or maintain the same, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser. Except in each case where the failure or violation, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser, (a) all of the Purchaser Permits are in full force and effect, and no suspension or cancellation of any of the Purchaser Permits is pending or, to Purchaser’s Knowledge, threatened, (b) Purchaser is not in violation in any material respect of the terms of any Purchaser Permit and (c) since the date of formation of Purchaser, Purchaser has not received any written, or to the Knowledge of Purchaser, oral notice of any Actions relating to the revocation or modification of any Purchaser Permit.

4.10 Taxes and Returns.

(a) Purchaser has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are to its Knowledge true, accurate, correct and complete in all material respects. Purchaser has timely paid, or caused to be timely paid, all material Taxes required to be paid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP.

(b) Purchaser has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of all material amounts of Taxes and all material amounts of Taxes required by applicable Tax Laws to be withheld by Purchaser have been withheld and timely paid over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor, shareholder, creditor, or other third party; and all Tax Returns required to be filed with respect thereto have been timely and properly completed and filed.

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(c) There are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against Purchaser, in respect of any Tax, and Purchaser has not been notified in writing of any material proposed Tax claims or assessments against Purchaser (other than, in each case, claims or assessments for which adequate reserves in the balance sheet of Purchaser dated September 30, 2022 have been established in accordance with GAAP).

(d) There are no material Liens with respect to any Taxes upon any of Purchaser’s assets, other than Permitted Liens. Purchaser 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 Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due in any Tax Return. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which Purchaser does not file a Tax Return that Purchaser is or may be subject to taxation in that jurisdiction with respect to material Taxes that would be the subject of or covered by such Tax Return.

(e) Purchaser has not had a permanent establishment, branch or representative office in any country other than the country of its organization.

(f) Purchaser (i) is not treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, (ii) is not and was not a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code and (iii) is not treated as a U.S. corporation under Section 7874(b) of the Code.

(g) Purchaser has not been a party within the past two years to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code).

(h) Purchaser has not been a party to a transaction that is or is substantially similar to a “listed transaction”, as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law.

(i) Purchaser has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes.

(j) Purchaser is not treated for any Tax purpose as a resident in a country other than the country of its incorporation or formation.

(k) Purchaser has not taken, and has not agreed to take, any action that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. To the Knowledge of Purchaser, there are no facts or circumstances that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

4.11 Employees and Employee Benefit Plans. Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans. Neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the Transactions will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Purchaser, or (ii) result in the acceleration of the time of payment, vesting or funding of any such payment or benefit.

4.12 Properties. Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Purchaser does not own or lease any real property or Personal Property.

4.13 Material Contracts.

(a) Other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $50,000, (ii) may not be cancelled by Purchaser on less than 60 days’ prior notice without payment of a material penalty or termination fee, (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of Purchaser or any of its current or future Affiliates, any acquisition of material property by Purchaser or any of its current or future Affiliates, or restricts in any material respect the ability of Purchaser or any of its current or future Affiliates from engaging in any business or from competing with any other Person or (iv) is a “material contract” (as such term is defined in Regulation S-K of the Securities Act) (each, a “Purchaser Material Contract”). All Purchaser Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

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(b) With respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms’-length and in the ordinary course of business, (ii) the Purchaser Material Contract is valid, binding and enforceable in all material respects against Purchaser and, to the Knowledge of Purchaser, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), (iii) Purchaser is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material Contract, and (iv) to the Knowledge of Purchaser, no other party to any Purchaser Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by Purchaser under any Purchaser Material Contract.

4.14 Transactions with Affiliates. Section 4.14 of the Purchaser Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations (a) between Purchaser or any of its Affiliates, on the one hand, and Purchaser or any (i) present or former director, officer, employee, manager, direct equityholder or Affiliate of Purchaser, or any immediate family member of any of the foregoing, or (ii) record or beneficial owner of more than five percent of Purchaser’s outstanding capital stock as of the date hereof, on the other hand, and (b) between Sponsor or any of its Affiliates, on the one hand, and any (i) present or former director, officer, employee, manager, direct equityholder or Affiliate of Purchaser, or any immediate family member of any of the foregoing, or (ii) record or beneficial owner of more than five percent of Purchaser’s outstanding capital stock as of the date hereof, on the other hand.

4.15 Investment Company Act; JOBS Act. Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act. Purchaser constitutes an “emerging growth company” within the meaning of the JOBS Act.

4.16 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Holdings, the Target Companies, the Company Shareholders or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Purchaser, Sponsor or any of their respective Affiliates. Section 4.16 of the Purchaser Disclosure Schedules sets forth, as of the date of this Agreement, the amounts of any such fees or commissions that are due or would, upon the Merger Closing or the Share Acquisition Closing, be due. Purchaser has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person listed on Section 4.16 of the Purchaser Disclosure Schedules.

4.17 Certain Business Practices.

(a) For the past five years, Purchaser has been in compliance with the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), and all other applicable anti-corruption and anti-bribery Laws, in all material respects. Purchaser is not subject to any Action by any Governmental Authority involving any actual or, to the Knowledge of Purchaser, suspected, violation of any applicable anti-corruption Law.

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(b) For the past five years, the operations of Purchaser have been conducted at all times in material 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, to the extent applicable, and no Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

(c) None of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser is currently the target of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, or the United Nations Security Council, the European Union, any European Union member state, or the United Kingdom (“Sanctions”), including (i) identified on the OFAC Specially Designated Nationals and Blocked Persons List, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, Syria, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each a “Sanctioned Country”), or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a Person identified in (i) or (ii); and Purchaser has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any Person currently the target of, or otherwise in violation of, applicable Sanctions in the last five fiscal years. Neither Purchaser nor any of its directors or officers, nor, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser has, in the last five fiscal years, engaged in any conduct, activity, or practice that would constitute a violation or apparent violation of any applicable Sanctions. No Action involving Purchaser with respect to any of the foregoing is pending or, to the Knowledge of Purchaser, threatened.

4.18 Private Placements. Other than the Subscription Agreements, there are no agreements, side letters, arrangements or other Contracts between the Purchaser, Sponsor or any of their respective Affiliates, on the one hand, and any PIPE Investor, on the other hand, or, to the Knowledge of the Purchaser, any of their respective Affiliates that would affect the obligation of such PIPE Investor to contribute to Holdings the applicable portion of the PIPE Investment set forth in the Subscription Agreement of such PIPE Investor, and the Purchaser does not know of any facts or circumstances that would result in any of the conditions set forth in any Subscription Agreement not being satisfied. No fees, consideration (other than Holdings Ordinary Shares issued in connection with the PIPE Investment) or other discounts are payable or have been agreed by the Purchaser, Sponsor or any of their respective Affiliates to any PIPE Investor or, to the Knowledge of the Purchaser, any of their respective Affiliates in respect of its portion of the PIPE Investment.

4.19 Insurance. Section 4.19 of the Purchaser Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by Purchaser relating to Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and Purchaser is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of Purchaser, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by Purchaser. Purchaser 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 Purchaser.

4.20 Information Supplied. None of the information supplied or to be supplied by Purchaser or Sponsor or their respective Affiliates and Representatives expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to Purchaser Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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 are made, not misleading.

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4.21 Trust Account. As of the date hereof, Purchaser had an amount of assets in the Trust Account of not less than $282 million. The funds held in the Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its terms. Purchaser has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (a) in respect of deferred underwriting commissions set forth in Section 4.21 of the Purchaser Disclosure Schedules or Taxes, (b) Purchaser Shareholders prior to the Merger Effective Time who shall have elected to redeem their Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (c) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then Purchaser Shareholders) to any portion of the funds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. As of the date hereof, Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Purchaser at the Merger Effective Time. Purchaser has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person that was, or is, entitled to any underwriting commission (including deferred underwriting commission) in respect of the IPO, including any amendments or other modifications thereto.

4.22 Purchaser Acknowledgment. Purchaser acknowledges and agrees that the representations and warranties expressly set forth in (i) Articles V, VI and VII and (ii) the certificate delivered pursuant to Section 10.3(c) constitute the sole and exclusive representations and warranties of Holdings, the Company and the Company Shareholders, respectively, to Purchaser in connection with or relating to Holdings, the Target Companies and the Company Shareholders, this Agreement, any Ancillary Document or the Transactions, and no other representations or warranties, oral or written, have been given by or on behalf of any of Holdings, the Target Companies or the Company Shareholders. Except for the representations and warranties expressly set forth in Articles V, VI and VII or the certificate delivered pursuant to Section 10.3(c), Purchaser (A) acknowledges that it is transacting with Holdings and the Company on an “as is” condition and on a “where is” basis and (B) disclaims reliance on, and confirms and acknowledges that it has not relied on and should not rely on and will not rely on, any other representations or warranties, either express or implied, at law or in equity, including representations of merchantability, suitability or fitness for any particular purpose, or other statements, whether written or oral, made by or on behalf of any person (including Holdings, the Target Companies, any Company Shareholders or any Affiliate or Representative of the Company) in respect of the business, assets, liabilities, operations, prospects or condition (financial or otherwise) of Holdings, the Target Companies, including with respect to the accuracy or completeness of any confidential information memoranda, documents, projections or other prediction or forward-looking statements, material, or other information (financial or otherwise) regarding the Holdings or the Target Companies furnished to Purchaser or any of its Representatives in any “data rooms”, “virtual data rooms”, management presentations, or in any other form or in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever or on any person providing or not providing any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties in Articles V, VI and VII or in the certificate delivered pursuant to Section 10.3(c).

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Holdings represents and warrants to Purchaser, the Company and the Company Shareholders, as of the date hereof, as of the Merger Closing and as of the Share Acquisition Closing, as follows:

5.1 Organization and Standing. Holdings is a company duly incorporated, validly existing and in good standing under the Laws of the Isle of Man 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 in each case, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Holdings. Holdings 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 in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Holdings. Holdings has made available to Purchaser and the Company accurate and complete copies of its Organizational Documents, as currently in effect. Holdings is not in violation of any provision of its Organizational Documents in any material respect.

5.2 Authorization; Binding Agreement. Subject to filing the A&R Holdings Charter, Holdings has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly and validly authorized by the board of directors and shareholder of Holdings and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the A&R Holdings Charter), on the part of Holdings are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder or thereunder or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which Holdings is a party has been or shall be when delivered, duly and validly executed and delivered by Holdings 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 Holdings, enforceable against Holdings in accordance with its terms, subject to the Enforceability Exceptions.

5.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Holdings is required to be obtained or made in connection with the execution, delivery or performance by Holdings of this Agreement and each Ancillary Document to which it is a party or the consummation by Holdings of the Transactions, other than (a) such filings as are expressly contemplated by this Agreement, including the A&R Holdings Charter, (b) any filings required with the NYSE or the SEC with respect to the Transactions, (c) the unconditional approval of the Transactions by the Tanzanian Fair Competition Commission, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder and (e) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Holdings.

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5.4 Non-Contravention. The execution and delivery by Holdings of this Agreement and each Ancillary Document to which it is a party, the consummation by Holdings of the Transactions, and compliance by Holdings with any of the provisions hereof and thereof, will not (a) subject to the filing of the A&R Holdings Charter, conflict with or violate any provision of Holdings’ Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to Holdings 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 Holdings 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 (other than a Permitted Lien) upon any of the properties or assets of Holdings 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 Holdings, except for any deviations from any of the foregoing clauses (b) or (c), individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on Holdings.

5.5 Capitalization. As of the date hereof and as of immediately prior to the Share Acquisition Closing, Holdings is authorized to issue a further maximum of one Holdings Ordinary Shares and no preference shares. As of the date hereof, Holdings has one Holdings Ordinary Shares issued and outstanding, which are owned by LJ Management (IOM) Limited. Prior to giving effect to the Transactions, Holdings does not have any Subsidiaries or own any equity interests in any other Person other than Merger Sub.

5.6 Holdings Activities. Since its formation, Holdings (a) has not engaged in any business activities other than as contemplated by this Agreement, (b) has not owned directly or indirectly any ownership, equity, profits or voting interest in any Person, (c) other than fees in respect of its incorporation, has not had any assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions and other de minimis assets or Liabilities, and (d) other than its Organizational Documents, this Agreement and the Ancillary Documents to which it is a party, has not been party to or bound by any Contract.

5.7 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Holdings, the Target Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Holdings.

5.8 Investment Company Act. Holdings is not an “investment company” or, a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meanings of the Investment Company Act.

5.9 Taxes.

(a) At all times prior to the Merger Closing, neither Holdings nor Merger Sub has been engaged in any business activity at any time, nor held any property (other than the minimum amount of assets to facilitate its organization or maintain its legal existence), nor has had any U.S. federal income tax attributes (including those specified in Section 381(c) of the Code) at any time (other than any attributes related to the minimum share capital issued upon Holdings’ incorporation).

(b) Each of Holdings and Merger Sub has not taken, and has not agreed to take, any action that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. To the Knowledge of Holdings, there are no facts or circumstances that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

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5.10 Information Supplied. None of the information supplied or to be supplied by Holdings expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to Purchaser Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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 are made, not misleading. Notwithstanding the foregoing, Holdings does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Company Shareholders or any of their respective Affiliates.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to Purchaser on the date hereof (the “Company Disclosure Schedules”), the Company hereby warrants to Purchaser, as of the Merger Closing and as of the Share Acquisition Closing, as follows:

6.1 Organization and Standing.

(a) The Company is a company duly organized, validly existing and in good standing under the Laws of the Isle of Man and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) Each Target Company is duly qualified or licensed and in good standing (to the extent such concept exists) 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 in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(c) The Company has provided to Purchaser accurate and complete copies of the Organizational Documents of each Target Company, each as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material respect.

6.2 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, to consummate the Transactions. 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 (a) have been duly and validly authorized by the board of directors and shareholders of the Company (as applicable) in accordance with the Company’s Organizational Documents and any applicable Law and (b) 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. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be 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 shall constitute, the valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

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6.3 Capitalization.

(a) The issued share capital of the Company consists of 620,290 Company Shares and 48,054 Company Shares subject to Company Equity Awards and there are no other issued or outstanding equity interests of the Company. The Company Shareholders are the legal and beneficial owners of all of the issued Company Shares with each Company Shareholder owning the Company Shares set forth opposite the name of such Company Shareholder in the corresponding column of Schedule 1 to this Agreement, all of which Company Shares are owned by the Company Shareholders free from any Liens other than those imposed under the Company’s Organizational Documents, that can be removed by Holdings without penalty or applicable securities Laws.

(b) After giving effect to the Share Acquisition, Holdings shall own all of the issued Company Shares free from any Liens other than those arising under the Company’s Organizational Documents and applicable securities Laws. All of the issued Company Shares have been duly authorized and are fully paid and not in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the IOM Companies Act, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound.

(c) No Target Company currently has any stock option or other equity incentive plans. There are no Company Convertible Securities or pre-emptive rights or rights of first refusal or first offer, except for those rights as provided in the Company’s Organizational Documents which have been disapplied and waived by the Company Shareholders pursuant to Section 2.8 hereof, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of the Company Shareholders or any of their respective Affiliates are 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. There are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to the voting or transfer of any of Company Shares. 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 of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of the Company have been granted, offered, sold and issued in compliance with all applicable Laws. As a result of the consummation of the Transactions, 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).

(d) Since January 1, 2020, 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 Company Board has not authorized any of the foregoing.

6.4 Company Subsidiaries. Section 6.4 of the Company Disclosure Schedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary (a) its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other than those, if any, imposed by such Company Subsidiary’s Organizational Documents or applicable Laws). There are no Contracts to which the Company or any of the Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary 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. Other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or similar arrangement and (iii) there are no outstanding contractual obligations of a Target Company to provide funds to or make any loan or capital contribution to any other Person.

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6.5 Governmental Approvals. No Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents to which it is or required to be a party or otherwise bound, or the consummation by the Company of the Transactions other than (a) any filings required with the NYSE or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) the unconditional approval of the Transactions by the Tanzanian Fair Competition Commission, and (d) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

6.6 Non-Contravention. 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, and the consummation by any Target Company of the Transactions 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) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof and any condition precedent to such Consent having been satisfied, 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 or increase payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted 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, except in cases of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company.

6.7 Financial Statements.

(a) The Company has made available to Purchaser true, correct and complete copies of the audited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of each of Lifezone Limited and Kabanga Nickel Limited as of and for the years ended December 31, 2021 and December 31, 2020 (together, the “Company Financial Statements”).

(b) The Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Target Companies, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with IFRS applied on a consistent basis during the periods involved, (iii) were prepared from, and are in accordance with, in all material respects, the books and records of the Target Companies, (iv) were audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of the Company’s auditor and (v) when delivered after the date hereof by the Company for inclusion in the Registration Statement and the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.15, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant in effect as of the respective dates thereof.

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(c) The Company has not identified, and has not received from any independent auditor of the Company any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any written claim or allegation regarding any of the foregoing.

(d) There are no outstanding loans or other extensions of credit made by the Target Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target Companies.

(e) As of the date hereof, the Target Companies do not have any Indebtedness of the type referred to in clauses (a)-(c) of the definition thereof.

(f) Except for those that will be reflected or reserved on or provided for in the balance sheets of the Company contained in the Company Financial Statements, no Target Company has any Liabilities of a nature required to be disclosed on a balance sheet in accordance with IFRS, except for (i) those that were incurred after December 31, 2021 in the ordinary course of business, none of which are material, individually or in the aggregate, (ii) obligations for future performance under any contract to which any Target Company is a party, or (iii) Liabilities incurred for transaction expenses in connection with this Agreement, any Ancillary Document or the Transactions.

6.8 Absence of Certain Changes. Except for actions expressly contemplated by this Agreement, Ancillary Documents and the Transactions, each Target Company, since January 1, 2022, (a) has conducted its business only in the ordinary course of business, (b) has 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(b) (without giving effect to Section 8.2(b) of the Company Disclosure Schedules) (other than Section 8.2(b)(v) or Section 8.2(b)(xiv)) if such action were taken on or after the date hereof without the consent of Purchaser.

6.9 Compliance with Laws. (a) each Target Company is and, since January 1, 2020 has been, in compliance in all material respects with, and not in conflict, default or violation in each case in any material respect of, any applicable Laws, including for the avoidance of doubt non-compliance in any material respect with any anti-tax evasion Laws that give rise to a need for a Target Company to maintain appropriate Tax evasion prevention procedures and (b) no Target Company has received, since January 1, 2020, any written or, to the Knowledge of the Company, oral notice of any material conflict or material non-compliance with, or material default or material violation of, any applicable Laws by which it is or was bound.

6.10 Company Permits. Each Target Company (and its 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 with any Target Company), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”), except where the failure to obtain or maintain the same, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Target Companies, taken as a whole. Each material Company Permit is in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened, (b) no Target Company is in violation in any material respect of the terms of any material Company Permit and (c) since January 1, 2020, no Target Company has received any written, or to the Knowledge of the Company, oral notice of any Actions relating to the revocation or material modification of any Company Permit.

6.11 Litigation. There is no (a) material Action of any nature currently pending or, to the Company’s Knowledge, threatened or (b) material Order now pending or outstanding or that was rendered by a Governmental Authority in either case of (a) or (b) by or against any Target Company, its current or former directors, officers or equity holders in their capacity as such, its business, equity securities or assets. As of the date of this Agreement, 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 involving fraud as it relates to the business of any Target Company, except in each case where the charge, indictment arrest or conviction, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise bound.

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6.12 Material Contracts.

(a) Section 6.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of, and the Company has made available to Purchaser (including written summaries of oral Contracts), true, correct and complete copies of, each Contract (excluding any Benefit Plans and Company Collective Bargaining Agreements) to which any Target Company is a party or by which any Target Company, or any of its properties or assets, are bound (each Contract required to be set forth on Section 6.12(a) of the Company Disclosure Schedules, 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 (in each case other than pursuant to confidentiality arrangements entered into in the ordinary course of business) or (B) to purchase or acquire an interest in any other Person;

(ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement;

(iii) evidences Indebtedness of the type referred to in clauses (a) through (e) of the definition thereof of any Target Company having an outstanding principal amount in excess of $300,000;

(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 other than those entered into in the ordinary course of business of the Target Companies on behalf of a customers or any ordinary course transactions that are settled on a daily basis;

(v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or shares or other equity interests of any Target Company or another Person in each case with an aggregate value in excess of $300,000;

(vi) 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;

(vii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract or set of related Contracts of at least $150,000 per year or $250,000 over the life of such Contracts;

(viii) pursuant to which any Target Company has been granted from a third party any license, right, immunity or authorization to use or otherwise exploit any Intellectual Property, excluding (A) Incidental Licenses, and (B) licenses for “shrink wrap”, “click wrap”, and “off the shelf” software, and (C) licenses for uncustomized software that is commercially available to the public generally with one-time or annual license, maintenance, support and other fees of less than $100,000;

(ix) pursuant to which any Target Company has (A) acquired from any third party any ownership right to any material Intellectual Property, excluding Contributor Agreements, or (B) transferred to any third party any ownership right to any material Intellectual Property;

(x) pursuant to which any Target Company has granted to any third party any license, right, immunity or authorization to use or otherwise exploit any Company Owned IP, excluding Incidental Licenses;

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(xi) obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $100,000;

(xii) other than under its Organizational Documents, is between any (A) Target Company and (B) any Company Shareholder or any directors, officers or employees of a Target Company (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements entered into in the ordinary course of business) or any of their respective Affiliates or other Related Person, including all non-competition, severance and indemnification agreements;

(xiii) obligates the Target Companies to make any capital commitment or expenditure in excess of $300,000 (including pursuant to any joint venture);

(xiv) relates to a settlement of any Action requiring payments in excess of $250,000 or under which any Target Company has outstanding obligations (other than customary confidentiality or non-disparagement obligations);

(xv) provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney; or

(xvi) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form F-1 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.

(b) Except where the failure, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable 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 consummation of the Transactions will not affect the validity or enforceability of any Company Material Contract, (iii) no Target Company is in breach or default, and to the Company’s Knowledge, 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 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 or served written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect the Target Companies and (vi) no Target Company has waived any rights under any such Company Material Contract.

6.13 Intellectual Property.

(a) Section 6.13(a) of the Company Disclosure Schedules sets forth a list of all registered, issued, and applied-for Intellectual Property owned by a Target Company (“Company Registered IP”), specifying as to each item, as applicable: (i) its title, (ii) its owner, (iii) the jurisdictions in which the item is issued, registered or applied-for, (iv) the issuance, registration or application numbers and dates of registration, issuance or application, and (v) for Internet domain-name registrations, the domain name, expiry date and registrar. All Company Registered IP is subsisting and, to the Knowledge of the Company, all registered or issued Company Registered IP is valid and enforceable. No Action is pending or, to the Knowledge of the Company, threatened, against a Target Company that challenges the validity, enforceability or ownership of any Company Registered IP.

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(b) The Target Companies (i) exclusively own all material Company Owned IP, free and clear of all Liens (other than Permitted Liens) and (ii) to the Knowledge of the Company have the right to use all Intellectual Property used in the conduct of the business of the Target Companies as currently conducted. 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, the consummation by any Target Company of the Transactions, and the compliance by any Target Company with any of the provisions hereof and thereof, will not result in the loss, termination or impairment of any rights of the Target Companies in any material Intellectual Property.

(c) To the Knowledge of the Company, (i) no Target Company is currently Infringing, or has, in the past three years, Infringed any Intellectual Property of any other Person in any material respect, and (ii) no third party is Infringing any material Company Owned IP. Since January 1, 2020, no Target Company has received any written or, to the Knowledge of the Company, oral, notice or claim, asserting that any Target Company has Infringed the Intellectual Property of any other Person in any material respect.

(d) All Contributors who have contributed to the development of material Intellectual Property for any Target Company have executed a Contributor Agreement. No Contributor has claimed any ownership interest in any material Intellectual Property purported to be owned by a Target Company. Each Target Company has taken commercially reasonable measures to protect and maintain the confidentiality of all Trade Secrets included in the Company Owned IP. No Governmental Authority or educational or research institution owns or otherwise holds, or has the right to obtain, any rights to any material Company Owned IP.

(e) The IT Systems (i) operate in all material respects in accordance with their documentation and functional specifications and have not malfunctioned or failed in the last two years in a manner that has had a material impact on the operations of any Target Company, and (ii) are sufficient in all material respects to permit the Target Companies to conduct their business as currently conducted. The Company has taken commercially reasonable actions to protect the confidentiality, integrity and security of the IT Systems against unauthorized use, access, interruption, modification and corruption. Since January 1, 2020, there has been no unauthorized access to the IT Systems that has resulted in any unauthorized use, access, modification, misappropriation, deletion, corruption, or encryption of any material information or data stored therein. The Company has implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures with respect to the IT Systems, in each case consistent with customary practices for the industry in which the Target Companies operate.

6.14 Taxes and Returns.

(a) Each Target Company has or will have timely filed, or caused to be timely filed, all income and other material 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. Each Target Company has timely paid, or caused to be timely paid, all material Taxes required to be paid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with IFRS.

(b) Each Target Company has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of all material amounts of Taxes and all material amounts of Taxes required by applicable Tax Laws to be withheld by a Target Company have been withheld and timely paid over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor, shareholder, creditor, or other third party; and all Tax Returns required to be filed with respect thereto have been timely and properly completed and filed.

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(c) There are no material claims, assessments, audits, examinations, investigations or other Actions pending or in progress against any Target Company, in respect of any Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against any Target Company (other than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established in accordance with IFRS).

(d) There are no material Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any 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 in any Tax Return. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which a Target Company does not file a Tax Return that such Target Company is or may be subject to taxation in that jurisdiction with respect to material Taxes that would be the subject of or covered by such Tax Return.

(e) No Target Company has, or has ever had, a permanent establishment, branch or representative office in any country other than the country of its organization, and no Target Company is treated for any Tax purpose as a resident in a country other than the country of its incorporation or formation. Section 6.14(e) of the Company Disclosure Schedules sets forth with respect to each Target Company, (i) the country in which it is organized and (ii) for the Company and each Company Subsidiary that was formed in the United States or which has filed an Internal Revenue Service Form 8832 at any time prior to Merger Closing, its tax classification for U.S. federal income tax purposes.

(f) No Target Company is or has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. No Target Company has any Liability for the Taxes of another Person as a transferee or successor or by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including closing agreement or other agreement relating to Taxes with any Governmental Authority).

(g) No Target Company has requested, or is the subject of or bound by any material private letter ruling, technical advice memorandum, closing agreement, settlement agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to Taxes, nor is any such request outstanding.

(h) No Target Company has made any change in accounting method (except as required by a change in Law) that would reasonably be expected to have a material impact on its Taxes following the Share Acquisition Closing other than changes in accounting methods of the Target Companies made in connection with, in respect of the Target Companies, the preparation of the Company consolidated financials.

(i) Each Target Company is registered for Value Added Tax and makes only taxable supplies for the purposes of Value Added Tax.

(j) No Target Company (i) is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, (ii) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) is treated as a U.S. corporation under Section 7874(b) of the Code.

(k) No Target Company has been a party within the past two years to any transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code).

(l) No Target Company is a “passive foreign investment company” within the meaning of Section 1297 of the Code.

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(m) No Target Company has been a party to a transaction that is or is substantially similar to a “listed transaction”, as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law.

(n) 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 period (or any portion thereof) ending after the Share Acquisition Closing Date as a result of any (i) installment sale or other open transaction disposition made on or prior to the Share Acquisition Closing, (ii) the use of an improper method of accounting for any taxable period (or portion thereof) ending on prior to the Share Acquisition Closing, (iii) any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or foreign Tax law) executed prior to the Share Acquisition Closing or (iv) any prepaid amount or deferred revenue received or accrued on or prior to the Share Acquisition Closing.

(o) Each Target Company has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes.

(p) No Target Company has taken, or agreed to take, any action that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. To the Knowledge of each Target Company, there are no facts or circumstances that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

6.15 Real Property. Section 6.15 of the Company Disclosure Schedules contains a complete and accurate list of all premises currently leased or subleased 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 as of the date of this Agreement, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”). The Company has provided to Purchaser a true and complete copy of each of the Company Real Property Leases. The Company Real Property Leases are valid, binding and enforceable against the Target Company party thereto and, to the Knowledge of the Company, each other party thereto, in accordance with their terms and are in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). 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 material 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 any real property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).

6.16 Personal Property. All items of Personal Property with a book value or fair market value of greater than $250,000 are in good operating condition and repair in all material respects (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. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, and with respect to assets owned by Target Companies, free and clear of all Liens other than Permitted Liens.

6.17 Employee Matters.

(a) (i) No Target Company is a party to, or bound by, any labor agreement, collective bargaining agreement or other labor-related Contract, agreement or arrangement with any labor union, labor organization, works council, group of employees or other representative of any of the employees of any Target Company (a “Company Collective Bargaining Agreement“) and (ii) no employees of any Target Company are represented by any labor union, labor organization or works council with respect to their employment with any Target Company.

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(b) The Company has no Knowledge of (i) any activities or proceedings of any labor union or other party to organize or represent any employees of any Target Company and (ii) any pending or threatened demand by any labor union, labor organization, works council, or group of employees of any Target Company for recognition or certification as a representative of employees of any Target Company in such capacities. Since January 1, 2020, there has not occurred or, to the Knowledge of the Company, been threatened any material strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any employees of any Target Company in connection with the business of any Target Company.

(c) No Target Company has any legal or contractual obligation to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employee of any Target Company, in connection with the consummation of the Transactions.

(d) Except as would not reasonably be expected to be material to any Target Company, each Target Company (i) is and, since January 1, 2020, 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 to classification, discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, 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 delinquent in payments to, or on behalf of, any employees, former employees or individual independent contractors for any services or amounts required to be reimbursed or otherwise paid, except for any arrearages occurring in the ordinary course of business. There are no material 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.

(e) No Target Company is party to a settlement agreement with a current or former officer of any Target Company that involves allegations relating to sexual harassment. To the Knowledge of the Company, since January 1, 2020, no allegations of sexual harassment or other discrimination have been made against any officer of a Target Company.

(f) To the Knowledge of the Company, no employee of any Target Company is in any material respect in violation of any term of any employment agreement, non-disclosure agreement, common law non-disclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to any Target Company or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by any Target Company or (B) to the knowledge or use of trade secrets or proprietary information.

(g) No Target Company has a single employer, joint employer, alter ego or similar relationship with any other company.

(h) Since January 1, 2020, the Target Companies have not engaged in layoffs, furloughs or employment terminations (excluding terminations for cause), whether temporary or permanent.

(i) Section 6.17(i) of the Company Disclosure Schedules contains a list of all independent contractors (including consultants) currently engaged by any Target Company as of the date hereof, along with the position, the entity engaging such independent contractor, date of retention and rate of remuneration.

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6.18 Benefit Plans.

(a) Set forth on Section 6.18(a) of the Company Disclosure Schedules is a true and complete list, as of the date hereof, of each material Benefit Plan of the Target Companies (each, a “Company Benefit Plan”). No Target Company maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or contingent Liability on account of an ERISA Affiliate under or with respect to: (1) any “multiemployer plan” as defined under Section 3(37) of ERISA, (2) any plan or arrangement subject to Code Sections 412 or 4971, ERISA Section 02 or Title IV of ERISA or similar non-U.S. Laws or (3) a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of ERISA Section 4063.

(b) With respect to each material Company Benefit Plan, the Company has made available to Purchaser accurate and complete copies of the current plan documents and all material communications in the past three (3) years with any Governmental Authority concerning any matter that is still pending or for which a Target Company has any outstanding material Liability.

(c) With respect to each material Company Benefit Plan: (i) such material Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing in all material respects with applicable regulatory authorities and Governmental Authorities, (ii) no breach of fiduciary duty that would result in material Liability to any Target Company has occurred, (iii) no Action that would result in a material Liability to the Target Companies is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); and (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with respect to such material Company Benefit Plan have been timely made or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the applicable Target Company. All non-U.S. Company Benefit Plans that are required by the applicable Law to be funded or book-reserved are funded or book-reserved, as appropriate, in all material respects in accordance with such applicable Law. No Target Company has incurred any material obligation in connection with the termination of, or withdrawal from, any Company Benefit Plan.

(d) Each Company Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a current favorable determination or opinion or advisory letter from the Internal Revenue Service or is the subject of a current favorable determination or opinion or advisory letter issued by the Internal Revenue Service with respect to such Company Benefit Plan, and, to the Knowledge of the Company, nothing has occurred since the date of such determination, opinion or advisory letter that would be reasonably likely to adversely affect the qualified status of any such Company Benefit Plan. Each material Company Benefit Plan intended to qualify for special tax status in a jurisdiction outside of the United States are registered as such to the extent required by applicable Law and have been documented and operated in all material respects in compliance with all requirements of such special tax status.

(e) The consummation of the Transactions will not: (i) entitle any individual to material severance pay, unemployment compensation or other material benefits or compensation whether under a Company Benefit Plan or under applicable Law or otherwise; or (ii) accelerate the time of payment, vesting or funding, or increase the amount of any material compensation or benefits, or in respect of, any director, employee or independent contractor of a Target Company or (iii) cause an amount to be received by any director, employee or independent contractor of a Target Company under any Company Benefit Plan or otherwise to fail to be deductible by reason of Code Section 280G or be subject to an excise Tax under Code Section 4999. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Code Sections 409A or 4999.

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6.19 Environmental Matters.

(a) Each Target Company is, and since January 1, 2020 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 material Permits required under Environmental Laws for its business and operations (“Environmental Permits”) and no Action is pending or, to the Company’s Knowledge, threatened that would reasonably be expected to result in the revocation, modification, or termination of any such Environmental Permit.

(b) No Target Company is subject to, or has received written notice of an investigation that would lead to, any outstanding Order or Contract with any Governmental Authority in respect of any (i) Environmental Laws, (ii) Remedial Action or (iii) Release of a Hazardous Material, in each case, that has given rise or would reasonably be expected to give rise to any material Liability under Environmental Laws of any Target Company.

(c) No Target Company has assumed, contractually or by operation of Law, any outstanding Liabilities or obligations under any Environmental Laws of any other Person except, in each case, for such Liabilities or obligations that would not reasonably be expected to be material to the Target Companies, taken as a whole.

(d) No Action is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target Company alleging that a Target Company is in violation in any material respect of any Environmental Law or material Environmental Permit or that a Target Company has any material Liability under any Environmental Law, and to the Company’s Knowledge, no fact, circumstance or condition exists that would reasonably be expected to give rise to any such Action.

(e) (i) no Target Company has manufactured, used, treated, stored, disposed of, arranged for or permitted the transportation or disposal of, generated, handled or Released any Hazardous Material, or owned, leased or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability or material obligation of any Target Company under applicable Environmental Laws and (ii) to the Company’s Knowledge, no fact, circumstance, or condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in a Target Company incurring any material Liability or material obligation of any Target Company under applicable Environmental Laws.

(f) To the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks, (ii) asbestos-containing material, (iii) equipment containing polychlorinated biphenyls or (iv) per- and polyfluoroalkyl substances, in each case that could reasonably be expected to result in a Target Company incurring any material Liability or material obligation under applicable Environmental Laws.

(g) The Company has made available to Purchaser all material environmental assessments and reports in its, or any of the Target Companies’, possession or control relating to the operations of the Target Companies, or the condition of their respective properties and assets, and their compliance with Environmental Laws and Environmental Permits.

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6.20 Transactions with Related Persons. No Company Shareholder nor any officer or director of a Target Company or any of their respective Affiliates, nor any immediate family member of any of the foregoing (each of the foregoing, a “Related Person”) is presently, or since January 1, 2020, has been, a party to any transaction with a Target Company, including any Contract (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 from, or (c) 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) any Related Person or any Person in which any Related Person has a position as an officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than five percent of the outstanding voting power or economic interest of a publicly traded company), in each case, other than any Ancillary Document, the Shareholders’ Agreement or any Contract pursuant to which a Company Shareholder subscribed for or purchased equity interests in the Company. Except as contemplated by or provided for in any Ancillary Document, the Shareholders’ Agreement or any Contract pursuant to which a Company Shareholder subscribed for or purchased equity interests in the Company, 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. Except as contemplated by or provided for in any Ancillary Document, the assets of the Target Companies do not include any material receivable or other material obligation from a Related Person, and the Liabilities of the Target Companies do not include any material payable or other material obligation or commitment to any Related Person.

6.21 Insurance.

(a) Section 6.21(a) of the Company Disclosure Schedules lists all material insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) 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 Purchaser. Except as would not, individually or in the aggregate, be material to the Target Companies, taken as a whole, 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. To the Company’s Knowledge and except as would not, individually or in the aggregate, be material to the Target Companies, taken as a whole, each such insurance policy (i) is valid, binding, enforceable and in full force and effect and (ii) will continue to be valid, binding, enforceable, and in full force and effect on identical terms following the Share Acquisition Closing (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). No Target Company has any self-insurance or co-insurance programs. Since January 1, 2020, to the Company’s Knowledge, 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 a material insurance policy or non-renewal of any such policy.

(b) Since January 1, 2020, no Target Company has made any insurance claim in excess of $300,000 and 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, taken as a whole. 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. Since January 1, 2020, no Target Company has made any material claim against an insurance policy as to which the insurer is denying coverage.

6.22 Data Protection and Cybersecurity.

(a) For the purposes of this Section 6.22 and Section 10.3, the terms “personal data breach” and “processing” (and its cognates) shall have the meaning given to them in the GDPR.

(b) Each Target Company (i) has implemented and maintains appropriate technical and organizational measures designed to protect Personal Data relating to the business of the Target Company against personal data breaches and cybersecurity incidents and (ii) complies in all material respects with all contractual obligations to which it is bound relating to the privacy, security, processing, transfer and confidentiality of Personal Data.

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(c) Except as would not, individually or in the aggregate, be material to the Target Companies, taken as a whole, since January 1, 2020, no Target Company has (i) suffered, or has discovered, any security breach of or, to the Knowledge of the Company, intrusion into any Target Company’s computer networks, the IT Systems or any other computer networks or systems containing Personal Data or a Target Company’s data, (ii) been subject to any actual, pending or, to the Knowledge of the Company, threatened in writing investigations, notices or requests from any Governmental Authority in relation to their data processing or cybersecurity activities, and (iii) received any actual, pending or, to the Knowledge of the Company, threatened claims from individuals alleging any breach of, or exercising their rights under, Data Protection Laws.

6.23 Certain Business Practices.

(a) Since January 1, 2018, 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 or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the FCPA or any other applicable anti-corruption or bribery Law, or (iii) made any other payment, in each case, in violation of applicable Laws. Since January 1, 2018, no Target Company, nor any of their respective Representatives acting on their behalf has directly or knowingly 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, in each case, in violation of applicable Laws. No Action involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(b) Since January 1, 2018, the operations of each Target Company are and have been conducted at all times in compliance in all material respects 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, to the extent applicable, that have jurisdiction over the Target Companies, and no Action involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened that would reasonably be expected to be material, individually or in the aggregate, to the Target Companies, taken as a whole.

(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 the target of Sanctions, including (i) identified on the OFAC Specially Designated Nationals and Blocked Persons List or other Sanctions-related list of designated persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom (irrespective of its status vis-à-vis the European Union), (ii) organized, resident, or located in, or a national of a Sanctioned Country, (iii) the government of a Sanctioned Country or the Government of Venezuela or (iv) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by or acting for or on behalf of a person identified in clauses (i)-(iii) (clauses (i)-(iv) collectively, a “Sanctioned Person”), or is subject to debarment or any list-based designations under the applicable laws and regulations relating to the export, reexport, transfer, import of products, software or technology (“Export Control Laws”). No Target Company has, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Company Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any Sanctioned Person since January 1, 2018. 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 has, since January 1, 2018 engaged in (A) dealings with a Sanctioned Person or involving a Sanctioned Country, (B) dealings that could reasonably be expected to result in the Target Company becoming a Sanctioned Person, or (C) conduct, activity, or practice that would constitute a violation or apparent violation of any applicable Sanctions or Export Control Laws. The Target Company has (1) secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions or Export Control Laws, and has not been notified of any such pending or threatened actions.

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6.24 Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act.

6.25 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Holdings, the Company Shareholders, the Target Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of any Target Company.

6.26 Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to Purchaser Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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 are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, Holdings or any of their respective Affiliates.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS

Each Company Shareholder, solely on behalf of himself, herself or itself, as applicable, hereby represents and warrants severally (not jointly and not jointly and severally) to Purchaser, Holdings and the Company, as of the date hereof, as of the Merger Closing and as of the Share Acquisition Closing, as follows:

7.1 Organization and Standing. Each Company Shareholder, if not an individual person, is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standard or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on such Company Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.2 Authorization; Binding Agreement. Each Company Shareholder has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which he, she or it is a party, to perform the Company Shareholder’s obligations hereunder and thereunder and to consummate the Transactions. This Agreement has been, and each Ancillary Document to which each Company Shareholder is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by each Company Shareholder 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 shall constitute, the valid and binding obligation of the Company Shareholders, enforceable against each Company Shareholder in accordance with its terms, subject to the Enforceability Exceptions.

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7.3 Ownership. Each Company Shareholder owns good and valid title to all of the Company Shares set forth opposite the name of such Company Shareholder in the corresponding column of Schedule 1 to this Agreement, free and clear of any and all Liens (other than those imposed by applicable securities Laws, that can be removed by Holdings without penalty or the Company’s Organizational Documents). There are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings, to which any Company Shareholder is a party or by which any Company Shareholder is bound, with respect to the voting or transfer of any of the Company Shares other than this Agreement, the Ancillary Documents and the Shareholders’ Agreement. Upon transfer of the Company Shareholder’s Company Shares to Holdings on the Share Acquisition Closing Date in accordance with this Agreement, the entire legal and beneficial interest in such Company Shares will pass to Holdings.

7.4 Governmental Approvals. No Consent of or with any Governmental Authority on the part of any Company Shareholder is required to be obtained or made in connection with the execution, delivery or performance by any Company Shareholders of this Agreement or any Ancillary Documents to which it is a party or the consummation by each Company Shareholder of the Transactions other than (a) any filings required with the NYSE or the SEC with respect to the Transactions, (b) 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, (c) unconditional approval of the Transactions by the Tanzanian Fair Competition Commission and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Company Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.5 Non-Contravention. The execution and delivery by each Company Shareholder of this Agreement and each Ancillary Document to which they are a party or otherwise bound and the consummation by each Company Shareholder of the Transactions, and compliance by each Company Shareholder with any of the provisions hereof and thereof, will not, (a) if the relevant Company Shareholder is an entity, conflict with or violate any provision of the Company Shareholder’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 7.4 hereof and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to the relevant Company Shareholder 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 the relevant Company Shareholder 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 the relevant Company Shareholder under, (viii) give rise to any obligation to obtain any third party Consent or provide 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 to which the relevant Company Shareholder is a party or the relevant Company Shareholder or its properties or assets are otherwise bound, except in cases of clauses (b) or (c) as has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Company Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.6 Litigation. Since January 1, 2020, there has not been any Action pending or, to the Knowledge of the Company Shareholder, except as has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Company Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party threatened, nor any Order is outstanding, against or involving the Company Shareholder, whether at law or in equity, before or by any Governmental Authority.

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7.7 Investment Representations. Each Company Shareholder (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares in any transaction in violation of the securities laws of the United States or any other securities Law of any jurisdiction; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable other securities Law, (ii) have not been registered under the Securities Act or any other securities Law of any jurisdiction and, therefore, cannot be resold until such Exchange Shares are registered under the Securities Act and all other applicable securities Laws, unless exemptions from registration are available, and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement (if applicable); and (d) is aware that an investment in Holdings is a speculative investment and is subject to the risk of complete loss. No Company Shareholder has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third party, with respect to the Exchange Shares in any transaction in violation of the securities Laws of the United States or any applicable other securities Law of any jurisdiction. Each Company Shareholder acknowledges and agrees that it may dispose of the Exchange Shares only in compliance with, or pursuant to an exemption from, the Securities Act and all applicable other securities Laws, as then in effect. By reason of each Company Shareholder’s business or financial experience, or by reason of the business or financial experience of such Company Shareholder’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), the Company Shareholders are capable of evaluating the risks and merits of an investment in Holdings and of protecting their interests in connection with this investment. Each Company Shareholder (i) has carefully read and understands all materials provided by or on behalf of Holdings, Purchaser, the Company or their respective Representatives to each Company Shareholder or the Company Shareholder’s Representatives pertaining to an investment in Holdings and has consulted, as each Company Shareholder has deemed advisable, with his, her or its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company Shareholder, (ii) has had the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Holdings concerning the terms and conditions of the offering of the Exchange Shares and the merits and risks of investing in the Exchange Shares, (iii) has conducted and completed its own independent due diligence with respect to the sale of the Exchange Shares, (iv) has been afforded access to information about Holdings and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (v) is able to bear the economic risk of (x) holding the Exchange Shares for an indefinite period and (y) a total loss in respect of such investment. Each Company Shareholder acknowledges that the Exchange Shares may be subject to dilution for events not under the control of the Company Shareholders. Each Company Shareholder has completed its independent inquiry and has relied fully upon the advice of legal counsel, tax, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the Transactions and the suitability of this Agreement and the Transactions for the Company Shareholders and their particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Holdings, Purchaser, the Company or their respective Representatives. Each Company Shareholder acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules), Article V and Article VI (including the related portions of the Company Disclosure Schedules), no representations or warranties have been made by Holdings, Purchaser, the Company or any of their respective Representatives, and that each Company Shareholder has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Holdings, or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. The Company Shareholders: (A) have been represented by counsel (or have had the opportunity to consult with independent counsel and has declined to do so), (B) have carefully read and fully understand this Agreement (including all Schedules and Exhibits hereto) in its entirety and has had it fully explained to it, her or him by counsel, (C) are fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (D) are competent to execute this Agreement and have executed this Agreement free from coercion, duress or undue influence.

7.8 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Purchaser, Holdings, the Target Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of any Company Shareholder.

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7.9 Information Supplied. None of the information supplied or to be supplied by the Company Shareholders expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K, Form 8-K or Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to Purchaser Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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 are made, not misleading. Notwithstanding the foregoing, no Company Shareholder makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, Holdings or their respective Affiliates.

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 11.1 or the Share Acquisition Closing (the “Interim Period”), subject to Section 8.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Holdings and shall be conducted in compliance with all measures implemented by Governmental Authorities with respect to COVID-19. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

(b) During the Interim Period, subject to Section 8.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser, as the Company or its Representatives may reasonably request regarding Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects; 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 Purchaser. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

(c) All information provided pursuant to this Section 8.1 shall be subject to the confidentiality agreement dated November 7, 2021 by and between Purchaser, Kabanga Nickel Ltd and Lifezone Ltd (as amended from time to time, the “Confidentiality Agreement”).

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8.2 Conduct of Business of the Company during the Interim Period.

(a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(a) of the Company Disclosure Schedules, or as required by applicable Law, the Company shall use its commercially reasonable efforts to, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) and (ii) 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, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures).

(b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject always to Section 8.5, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Target Companies not to:

(i) amend, waive or otherwise change, 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 party with respect to such securities (other than in connection with the exercise, settlement or conversion of, or forfeiture, cancelation or repurchase, of Company Equity Awards outstanding on the date of this Agreement pursuant to the terms of such Company Equity Award as in effect as of the date of this Agreement);

(iii) split, combine, recapitalize, subdivide, 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) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $500,000 individually or $1,500,000 in the aggregate, (B) 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 (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) in excess of $500,000 individually or $1,500,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business;

(v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) 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 other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $300,000 or engage any person as an independent contractor, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $300,000 or due to death or disability other than for cause or in the ordinary course of business;

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(vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company;

(vii) unless required by a Company Benefit Plan or a Company Collective Bargaining Agreement, (A) modify, extend or enter into any Company Collective Bargaining Agreement, or (B) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies;

(viii) make, change or rescind any election that could give rise to material Taxes, settle any Action that could give rise to material Taxes, make any material change in its accounting or Tax policies or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, surrender or compromise any right to receive a refund of or credit for material Taxes, file any amended material Tax Return, or file any Tax Return which is inconsistent with past practices, or enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority;

(ix) (A) other than in the ordinary course of business or between Target Companies, (1) sell, assign, transfer or license any Company Owned IP to any Person, other than Incidental Licenses, or (2) abandon, permit to lapse, or otherwise dispose of any material Company Registered IP, or (B) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations;

(x) terminate, waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to the date hereof, in any case outside of the ordinary course of business;

(xi) fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects in the ordinary course of business consistent with past practices;

(xii) enter into any new line of business;

(xiii) 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 as are currently in effect;

(xiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), 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, such Party or its Affiliates) not in excess of $500,000 (individually or in the aggregate), unless such amount has been reserved in the Company Financial Statements, as applicable;

(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 of assets of any such Person in each case, if the aggregate amount of consideration paid or transferred by the Target Companies would exceed $2,500,000 in the aggregate;

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(xvi) make any capital expenditures in excess of $250,000 (individually for any project (or set of related projects) or $1,000,000 in the aggregate);

(xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the properties, assets or rights of the Target Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (C) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business;

(xix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of any Target Company;

(xx) (A) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the Purchaser Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or

(xxi) authorize or agree to do any of the foregoing actions.

(c) Without limiting Section 8.2(a) and Section 8.2(b), during the Interim Period (but excluding, for the avoidance of doubt, on the Share Acquisition Closing), without the prior written consent of Purchaser, (i) no Party shall waive the restrictions on the transfer of Company Shares owned by the Company Shareholders set forth in the Shareholder’s Agreement and (ii) without limitation to clause (i) of this sentence, no transfer of Company Shares shall be consummated unless, as a condition to such transfer, the transferee thereof executes and delivers to the Company and Purchaser a joinder to this Agreement substantially the form attached as Exhibit D hereto (a “Joinder”).

8.3 Conduct of Business of Purchaser during the Interim Period.

(a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.3(a) of the Purchaser Disclosure Schedules, or as required by applicable Law, Purchaser shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) and (ii) preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice (taking into account COVID-19). Notwithstanding anything to the contrary in this Section 8.3, subject to Section 8.23, nothing in this Agreement shall prohibit or restrict Purchaser from extending one or more times, in accordance with the Purchaser Charter and the IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it must complete its Business Combination (each, an “Extension”), and no consent of any other Party shall be required in connection therewith.

(b) Without limiting the generality of Section 8.3(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.3(b) of the Purchaser Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject always to Section 8.5, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser shall not:

(i) amend, waive or otherwise change its Organizational Documents, other than for administrative or de minimis changes;

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(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 (including the Purchaser Securities) or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities (including the Purchaser Securities) or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

(iii) split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests (including the Purchaser Securities) 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, except for redemptions from the Trust Account that are required in accordance with the IPO Prospectus;

(iv) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise), (B) make a loan or advance to or investment in any third party, or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) above of any Person (provided that this Section 8.3(b)(iv) shall not prevent Purchaser from borrowing, subject to Section 8.23(c), up to $100,000 from the Sponsor to finance its ordinary course administrative costs and expenses and other costs, expenses and fees incurred in connection with the consummation of the Transactions);

(v) amend, waive or otherwise change the Trust Agreement in any manner;

(vi) terminate, waive or assign any material right under any material agreement (including any Purchaser Material Contract) to which it is a party, or enter into any Contract that would be a Purchaser Material Contract if entered into prior to the date hereof;

(vii) establish any Subsidiary or enter into any new line of business;

(viii) 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 as are currently in effect;

(ix) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), 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, Purchaser) not in excess of $300,000 (individually or in the aggregate), unless such amount has been reserved in the Purchaser Financials;

(x) 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 of assets of any such Person in each case, if the aggregate amount of consideration paid or transferred by Purchaser would exceed $50,000 in the aggregate;

(xi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger);

(xii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of its equity securities (including the Purchaser Securities);

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(xiii) make, change or rescind any material election that could give rise to material Taxes, settle any material Action that could give rise to material Taxes, make any material change in its accounting or Tax policies or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, surrender or compromise any right to receive a refund of or credit for material Taxes, file any amended material Tax Return, or file any Tax Return which is inconsistent with past practices, or enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority;

(xiv) (A) hire any employee or (B) adopt or enter into any Benefit Plan (including granting or establishing any form of compensation or benefits to any current or former employee, officer, director or other individual service provider of Purchaser (for the avoidance of doubt, other than consultants, advisors, including legal counsel, or institutional service providers engaged by Purchaser));

(xv) 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); or

(xvi) authorize or agree to do any of the foregoing actions.

8.4 Conduct of Business of Holdings during the Interim Period.

(a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, or as required by applicable Law, Holdings shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business (taking into account COVID-19 and COVID-19 Measures) and (ii) to preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures).

(b) Without limiting the generality of Section 8.4(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject always to Section 8.5, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), Holdings shall not:

(i) amend, waive or otherwise change, its Organizational Documents, other than for administrative or de minimis changes;

(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 party with respect to such securities.

(iii) split, combine, recapitalize, subdivide, 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;

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(iv) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise), (B) 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 (C) guarantee or endorse any Indebtedness of the type referred to in clause (A), in each case, except for any such transactions with the Target Companies;

(v) make, change or rescind any election that could give rise to material Taxes, settle any Action that could give rise to material Taxes, make any material change in its accounting or Tax policies or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, surrender or compromise any right to receive a refund of or credit for material Taxes, file any amended material Tax Return, or file any Tax Return which is inconsistent with past practices, or enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority;

(vi) establish any Subsidiary or enter into any new line of business;

(vii) 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 in each case;

(viii) make any capital expenditures;

(ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(x) enter into any agreement, understanding or arrangement with respect to its voting or transfer of equity securities; or

(xi) authorize or agree to do any of the foregoing actions.

8.5 Interim Period Control. Nothing contained in this Agreement shall give to any Party, directly or indirectly, the right to control Purchaser, Holdings, the Company or any Target Company or their respective Subsidiaries prior to the Share Acquisition Closing Date. Prior to the Share Acquisition Closing Date, each of Purchaser, Holdings and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

8.6 Preparation and Delivery of Additional Company Financial Statements. As promptly as reasonably practicable (a) after the end of each calendar month during the Interim Period, the Company shall deliver to Purchaser the unaudited monthly trial balances of the Target Companies for such month and (b) after the end of each fiscal year, an audited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the Target Companies for such fiscal year, which annual financial statements shall comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.

8.7 Purchaser Public Filings. During the Interim Period, Purchaser 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 commercially reasonable efforts prior to the Merger to maintain the listing of the Purchaser Securities on the NYSE.

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8.8 Stock Exchange Listing. Each of Purchaser, the Company and Holdings will use its commercially reasonable efforts to cause (a) Holdings’ initial listing application(s) with the NYSE in connection with the Transactions to have been approved, (b) Holdings to satisfy all applicable initial listing requirements of the NYSE and (c) the Holdings Ordinary Shares and the Holdings Warrants issuable in accordance with this Agreement (including the Holdings Ordinary Shares to be issued in connection with the Earnout Shares) to be approved for listing on the NYSE, subject to official notice of issuance, in each case prior to the Merger Effective Time.

8.9 No Trading. The Company, Holdings and the Company Shareholders each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material non-public information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities Laws and the rules and regulations of the SEC and the NYSE promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material non-public information about a publicly traded company. The Company, Holdings and the Company Shareholders each hereby agrees that, while it is in possession of such material non-public information, it shall not purchase or sell any securities of Purchaser, communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

8.10 Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, the Company Shareholders): (a) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging that the Consent of such third party is required in connection with the Transactions or (b) discovers any fact or circumstance that, or becomes aware of the occurrence of any event the occurrence of which, would cause or would reasonably be expected to cause or result in any of the conditions set forth in Article X not being satisfied or the satisfaction of those conditions being materially delayed. 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 Merger Closing or the Share Acquisition Closing, as applicable, have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

8.11 Regulatory Approvals.

(a) Subject to the terms and conditions of this Agreement, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts, and shall cooperate fully with such 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 (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, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfil the conditions to the Merger and the Share Acquisition Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions.

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(b) In furtherance and not in limitation of Section 8.11(a), to the extent required under the FCA or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of Purchaser, Holdings and the Company agrees to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the FCA, at such Party’s sole cost and expense (including with respect to the FCA filing fee), with respect to the Transactions 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 granting of approval or consent by the Governmental Authority as soon as practicable. Each of Purchaser, Holdings and the Company shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective 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 such other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material 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 such 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, each attending Party 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, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority.

(c) If any objections are asserted with respect to the Transactions 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 as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions 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. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of Purchaser, Holdings and the Company 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.

(d) Prior to the Share Acquisition Closing and the Merger Closing, as applicable, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third party as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Share Acquisition Closing.

(e) Notwithstanding the generality of the foregoing, each of Purchaser, Holdings and the Company shall use its, and shall cause its Affiliates to use their, commercially reasonable efforts to consummate the transactions contemplated by the Subscription Agreements, including using its, and causing its Affiliates to use their, commercially reasonable efforts to enforce its or their rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdings the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. None of Purchaser, Holdings or the Company, without the prior written consent of such other Parties, permit or consent to any amendment, supplement or modification to or any waiver (in whole or in part) of any provision or remedy under, or any replacements of, any Subscription Agreement.

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8.12 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 all things, necessary, proper or advisable on their part under this Agreement, the Ancillary Documents and applicable Laws to consummate the Transactions as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (including any Tax filings).

8.13 Tax Matters.

(a) Tax Treatment. The Purchaser, Holdings, Merger Sub, the Company and the Sponsor hereby agree and acknowledge that for U.S. federal income tax purposes, (i) it is intended that the Merger qualify for the Intended Tax Treatment and (ii) this Agreement constitutes, and is adopted as, as a “plan or reorganization” within the meaning of Treasury Regulation sections 1.368-2(g) and 1.368-3(a). Each of Purchaser, Holdings, Merger Sub, the Company and the Sponsor shall, and shall cause its Affiliates to, take such actions to cause the Merger to qualify, and refrain from taking such actions that could prevent or impede the Merger from qualifying, for the Intended Tax Treatment. The Purchaser, Holdings, Merger Sub, the Company and the Sponsor hereby agree to file all applicable Tax Returns on a basis consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or a change in applicable Law after the date hereof.

(b) Tax Cooperation.

(i) Each of the Purchaser, Holdings, Merger Sub, the Company and the Sponsor shall, and shall cause its Affiliates to, cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, the Tax treatment of any aspect of the Transactions or any audit or other Action pertaining to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any Tax Action, making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder (to the extent such information or explanation is not publicly or otherwise reasonably available).

(ii) The Purchaser, Holdings, Merger Sub, the Company and the Sponsor shall reasonably cooperate with each other and their respective tax counsel to document and support the Intended Tax Treatment by taking the actions described on Section 8.13 of the Company Disclosure Schedules.

(c) Transfer Taxes. All transfer, documentary, sales, use, real property transfer, stamp, registration and other similar Taxes, fees and costs incurred in connection with this Agreement (“Transfer Taxes”) shall be borne by Holdings. To the extent applicable Law requires a person other than Holdings to pay any Transfer Taxes, Holdings shall promptly reimburse such person for such Transfer Taxes.

(d) Tax Elections. Holdings has elected, or will elect, to be treated as an association taxable as a corporation for U.S. federal income tax purposes effective as of the date of Holdings’ formation. Merger Sub has elected, or will elect, to be disregarded as an entity separate from Holdings for U.S. federal income tax purposes effective as of the date of Merger Sub’s formation.

8.14 The Registration Statement; Special Shareholder Meeting.

(a) As promptly as practicable after the date hereof, Purchaser, the Company and Holdings shall jointly prepare, and Holdings 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”) in connection with the registration under the Securities Act of the Holdings Ordinary Shares and the Holdings Warrants to be issued under this Agreement, which Registration Statement will also contain a proxy statement of Purchaser (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser Shareholders an opportunity in accordance with the Purchaser Charter and the IPO Prospectus to exercise their Redemption Rights. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Plan of Merger, the Merger and the other Transactions by Purchaser Shareholders in accordance with Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and the NYSE (including the adoption of the A&R Holdings Charter effective as of the Merger Effective Time and the appointment of the board of directors of Holdings, and any other proposals as are required to implement the foregoing), (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (iii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser in consultation with Holdings.

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(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to Purchaser Shareholders as of the applicable record date as promptly as practicable following the date upon which the Registration Statement becomes effective in accordance with Purchaser’s Organizational Documents and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, Purchaser may, in consultation with Holdings and in accordance with the Purchaser Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, Purchaser and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and the NYSE.

(c) Purchaser, the Company and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption Rights. Each of Purchaser, Holdings and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Holdings, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by Purchaser, Holdings or the Company without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed).

(d) Each of Purchaser, Holdings and the Company shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company or Purchaser without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, Purchaser, the Company and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.

(e) As soon as practicable (and in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Holdings shall distribute the Registration Statement to Purchaser Shareholders in accordance with Purchaser’s Organizational Documents.

(f) Purchaser shall call the Special Shareholder Meeting in accordance with the Purchaser’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between Purchaser and Company.

(g) Purchaser and Holdings shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption Rights.

(h) As promptly as practicable after the effectiveness of the Registration Statement, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Ordinary Shares issued to the Company Shareholders party to this Agreement as of the date hereof and the Holdings Ordinary Shares issued to the PIPE Investors pursuant to the PIPE Investment. The obligations of Purchaser, the Company and Holdings set forth in Section 8.14(c) and Section 8.14(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis.

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8.15 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 shall be issued by any Party or any of their Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of Purchaser, Holdings and the Company, except as such release, filing 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 have the opportunity to comment on, and arrange for any required filing with respect to, such release, filing or announcement in advance of such issuance.

(b) Purchaser and the Company shall mutually 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 issuance of the Signing Press Release, Purchaser 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 have the opportunity to review, comment upon and approve prior to filing. Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the Share Acquisition Closing, issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Holdings shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Transactions as required by Federal Securities Laws which Purchaser shall have the opportunity to review, comment upon and approve prior to filing.

8.16 Confidential Information.

(a) The Company, Holdings and the Company Shareholders agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, they shall, and shall cause their respective Affiliates and Representatives to: (i) treat and hold in strict confidence any Purchaser Confidential Information that is provided to such Person or its Affiliates or Representatives, and will not use for any purpose (except in connection with the consummation of the Transactions, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without Purchaser’s prior written consent, and (ii) in the event that the Company, Holdings, the Company Shareholders or any of their respective Affiliates or Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, becomes legally compelled to disclose any Purchaser Confidential Information, (A) provide Purchaser, to the extent legally permitted, with prompt written notice of such requirement so that Purchaser may seek, at Purchaser’s sole expense, a protective Order or other remedy or waive compliance with this Section 8.16(a), and (B) in the event that such protective Order or other remedy is not obtained, or Purchaser waives compliance with this Section 8.16(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, the Company, Holdings and the Company Shareholders shall, and shall cause their respective Affiliates and Representatives to, promptly deliver to Purchaser or destroy (at Purchaser’s election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, (1) Holdings and its Representatives shall be permitted to disclose any and all Purchaser Confidential Information to the extent required by the Federal Securities Laws, and (2) Holdings shall, and shall cause its Representatives to, treat and hold in strict confidence any Trade Secret of Purchaser disclosed to such Person until such information ceases to be a Trade Secret.

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(b) Purchaser hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, it shall, and shall cause its Affiliates and Representatives to: (i) treat and hold in strict confidence any Company Confidential Information that is provided to such Person or its Affiliates or Representatives, and will not use for any purpose (except in connection with the consummation of the Transactions, 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 Purchaser or any of its Affiliates or Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XI, for a period of two 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 8.16(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 8.16(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised 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 are not consummated, Purchaser shall, and shall cause its Affiliates or Representatives to, promptly deliver to the Company or destroy (at Purchaser’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. Notwithstanding the foregoing, (1) Purchaser and its Affiliates or Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws, and (2) Purchaser shall, and shall cause its Affiliates or Representatives to, treat and hold in strict confidence any Trade Secret of the Company disclosed to such Person until such information ceases to be a Trade Secret.

8.17 Post-Closing Board of Directors and Officers of Holdings. With effect from the Share Acquisition Closing, each Party shall take all necessary action so that the board of directors of Holdings is initially comprised of, and the officers of Holdings shall initially be, the individuals so specified on Section 8.17 of the Company Disclosure Schedules (as the same may be amended from time to time with the written consent of the Company and Purchaser) and such other individuals as agreed to in writing between Company and Purchaser prior to the Share Acquisition Closing. Except as otherwise agreed in writing by the Company and Purchaser prior to the Share Acquisition Closing, the Company, Holdings and Purchaser shall take all necessary action so that all of the members of the board of directors of Holdings in office prior to the Share Acquisition Closing resign, or are otherwise validly removed, effective as of the Share Acquisition Closing.

8.18 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 each Target Company, Holdings, and Purchaser 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 applicable Party (the “D&O Indemnified Persons”) as provided in the Organizational Documents of each Target Company, Holdings and Purchaser or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, and any Target Company, Holdings or Purchaser, on the other hand, in each case as in effect on the date of this Agreement, shall survive the Share Acquisition 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 years after the Merger Effective Time, Holdings shall cause the Organizational Documents of each Target Company, Holdings, and the Surviving Company 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 the applicable Party to the extent permitted by applicable Law. The provisions of this Section 8.18 shall survive the Share Acquisition Closing 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.

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(b) For the benefit of Purchaser’s directors and officers, Purchaser shall be permitted, prior to the Merger Effective Time, to obtain and fully pay the premium for a “tail” insurance policy (at an aggregate cost that is borne by Purchaser of no higher than the amount specified in Section 8.18(b) of the Purchaser Disclosure Schedules) that provides coverage for up to a six-year period from and after the Merger Effective Time for events occurring prior to the Merger Effective Time (the “Purchaser D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Holdings and the Surviving Company shall, for a period of six years after the Merger Effective Time, maintain the Purchaser D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Holdings and the Surviving Company shall timely pay or cause to be paid all premiums with respect to the Purchaser D&O Tail Insurance.

(c) For the benefit of the Company’s directors and officers, the Company shall be permitted, prior to the Merger Effective Time, to obtain and fully pay the premium for a “tail” insurance policy (at an aggregate cost that is borne by the Company or Holdings of no higher than the amount specified in Section 8.18(c) of the Company Disclosure Schedules) that provides coverage for up to a six-year period from and after the Merger Effective Time for events occurring prior to the Merger Effective Time (the “Company D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Holdings and the Company shall, for a period of six years after the Merger Effective Time, maintain the Company D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Holdings and the Company shall timely pay or cause to be paid all premiums with respect to the Company D&O Tail Insurance.

8.19 Purchaser Expenses; Trust Account Proceeds.

(a) During the Interim Period, Purchaser shall keep the Company and the Company Shareholders Representative periodically informed (on no less than a monthly basis) of the total amount of deferred and accrued Purchaser Transaction Expenses from time to time, and Purchaser shall consult with the Company and the Company Shareholders Representative (who, however, shall have no veto rights) each time the total amount of such Purchaser Transaction Expense exceeds any of the monetary thresholds set out in Section 8.19(a) of the Purchaser Disclosure Schedules. No later than three Business Days prior to the Share Acquisition Closing, Purchaser shall deliver to the Company a statement setting forth Purchaser’s good faith calculation of (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of Redemption Rights, (ii) the estimated amount of Purchaser’s cash on hand, including in the Trust Account, as of the Share Acquisition Closing, (iii) the estimated amount of unpaid Purchaser Transaction Expenses as of the Share Acquisition Closing and (iv) the number of Purchaser Securities to be outstanding as of immediately prior to the Merger Effective Time. Following its delivery, Purchaser shall reasonably cooperate with and provide the Company and its Representatives all information reasonably requested by the Company or any of its Representatives related to such statement.

(b) The Parties agree that, simultaneously with or as promptly as practicable after the Share Acquisition Closing, the funds held by the Surviving Company either in or outside of the Trust Account, after taking into account payments by Purchaser for the Redemption Rights (collectively, the “Closing Cash”), shall be used to pay (i) first, the accrued Purchaser Transaction Expenses, including Purchaser’s deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO to the extent set forth on Section 8.19(b) of the Purchaser Disclosure Schedules, without double-counting with any accrued Purchaser Transaction Expenses that have already been paid prior to the Share Acquisition Closing and (ii) second, any loans owed by Purchaser to the Sponsor for Purchaser Transaction Expenses (including deferred Purchaser Transaction Expenses), other administrative costs and expenses incurred by or on behalf of Purchaser. Such amounts, as well as any fees, costs and expenses that are required or permitted to be paid by the issuance of Holdings Securities, will be paid or issued, as applicable, at the Share Acquisition Closing. Any remaining cash will be used for working capital and general corporate purposes of the Target Companies, or for any other use as directed by Holdings.

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8.20 New Registration Rights Agreement. By no later than the Merger Closing Date, (a) Purchaser and the Sponsor shall terminate the registration rights agreement, dated as of October 20, 2021, as it may be amended, by and between Purchaser and Sponsor pursuant to a termination agreement in a form reasonably acceptable to the Company and (b) Holdings, the Company Shareholders and the Sponsor shall enter into a registration rights agreement in substantially the form attached as Exhibit E hereto (the “New Registration Rights Agreement”), in each case effective as of the Share Acquisition Closing.

8.21 Lock-Up Agreements. At the Share Acquisition Closing, (a) the Key Company Shareholders shall each enter into a Lock-Up Agreement with Holdings in substantially the form attached as Exhibit F-1 hereto and (b) the Sponsor shall enter into a Lock-Up Agreement with Holdings in substantially the form attached hereto as Exhibit F-2 (each, a “Lock-Up Agreement”).

8.22 Holdings Equity Incentive Plan. As soon as reasonably practicable following the date of this Agreement, Purchaser, the Company and Holdings shall use commercially reasonable efforts to agree to the material terms of a new equity incentive plan to be adopted by Holdings no later than the Share Acquisition Closing (the “Holdings Equity Incentive Plan”), with the number of Holdings Ordinary Shares reserved for issuance thereunder being equal to ten percent of Holdings’ outstanding capital stock as of immediately after the Share Acquisition Closing; provided that the material terms of such Holdings Equity Incentive Plan shall be agreed by no later than the date of filing of the Registration Statement with the SEC in accordance with Section 8.14(a).

8.23 Purchaser Extension.

(a) If the Share Acquisition Closing has not occurred by (i) January 15, 2023, Sponsor shall promptly (and in any event within three Business Days after such date) deposit in the Trust Account the aggregate amount required to cause an Extension of three months and (ii) April 15, 2023, Sponsor shall promptly (and in any event within three Business Days after such date) deposit in the Trust Account the aggregate amount required to cause a second Extension of three months (such payment, the “Second Extension Payment”), in each case in accordance with the Purchaser Charter and the IPO Prospectus; provided, that Sponsor shall not be obligated to fund the Second Extension Payment until April 25, 2023 if Purchaser reasonably determines in good faith with prior consultation with the Company that the Share Acquisition Closing shall occur prior to such date. Following such deposit(s), Sponsor and Purchaser shall take any and all actions reasonably required, including those contemplated by the Purchaser Charter, the Trust Account and the IPO Prospectus, to cause the applicable Extension to occur.

(b) In the event that Sponsor makes a deposit pursuant to Section 8.23(a), at the time of such deposit, Purchaser (as payor) shall issue a promissory note to Sponsor (as payee) for such amounts, and, at immediately prior to the Merger Effective Time, Sponsor shall be entitled to receive, at the Company’s election, either (i) a cash amount out of the proceeds of the Trust Account in an amount equal to the outstanding aggregate balance under such promissory note or (ii) the number of Purchaser Public Units with an aggregate equivalent value (determined based on $10 per Purchaser Public Unit) equal to the outstanding aggregate balance under such promissory note, in each case, as repayment in full under such promissory note. In the event that Sponsor seeks financing from one or more third party financing sources in order for Sponsor to fund such obligation pursuant to Section 8.23(a), Sponsor shall provide the Company the right, in the Company’s sole discretion, to fund up to 50% of such obligation of Sponsor pursuant to a promissory note that provides for the Company being repaid (i) in a cash amount out of the proceeds of the Trust Account in an amount equal to the outstanding aggregate balance under such promissory note and (ii) by being issued by Holdings (A) a number of Holdings Ordinary Shares equal to the applicable number of Purchaser Public Units referred to in clause (ii) of the first sentence of this Section 8.23(b) and (B) a number of Holdings Public Warrants equal to 50% of the Holdings Ordinary Shares issued pursuant to this sentence of Section 8.23(b)(ii)(A) (which cash amounts and securities shall be issued to the Company Shareholders pro rata in accordance with Schedule 1 to this Agreement as in effect immediately prior to the Merger Closing).

(c) For the avoidance of doubt, (i) no promissory note issued pursuant to this Section 8.23 or any other promissory note between Sponsor and Purchaser, including any promissory note existing as of the date hereof or issued in accordance with Section 8.3(b)(iv), shall be converted into shares, warrants, units or other equity securities of Purchaser or Holdings without the written consent of the Company, notwithstanding anything to the contrary in the Purchaser Charter or the IPO Prospectus and (ii) any deposit pursuant to Section 8.23 shall constitute a Purchaser Transaction Expense.

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8.24 Litigation.

(a) In the event that any Action related to this Agreement or the Transactions is brought, or, to the Knowledge of Purchaser, threatened, against Purchaser or the Purchaser Board by any of Purchaser’s shareholders prior to the Share Acquisition Closing, Purchaser shall promptly notify the Company of any such Action and keep the Company reasonably informed with respect to the status thereof. Purchaser shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such Action, shall give due consideration to the Company’s advice with respect to such Action and shall not settle or agree to settle any such Action without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

(b) In the event that any Action related to this Agreement or the Transactions is brought, or, to the Knowledge of Holdings or the Company, threatened, against Holdings or the Company or the Company Board by any the Company Shareholders prior to the Share Acquisition Closing, Holdings or the Company shall promptly notify Purchaser of any such Action and keep Purchaser reasonably informed with respect to the status of thereof. The Company shall provide Purchaser the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such Action, shall give due consideration to Purchaser’s advice with respect to such Action and shall not settle or agree to settle any such Action without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

8.25 Warrant Assumption Agreement. As of immediately prior to the Merger Effective Time, Holdings and Purchaser shall, and shall direct Continental Stock Transfer & Trust Company to, enter into a warrant assumption agreement substantially in the form attached hereto as Exhibit G (the “Warrant Assumption Agreement”).

8.26 Termination of Purchaser Agreements. Prior to the Merger Effective Time, Purchaser shall terminate pursuant to a Contract reasonably acceptable to the Company each Contract listed in Section 4.14 of the Purchaser Disclosure Schedules and Section 8.26 of the Purchaser Disclosure Schedules, without the payment of any consideration or the granting of any concession, and without any liability being imposed on Holdings, the Surviving Company or any of their respective Subsidiaries or any of them having any continuing obligations. Any promissory note terminated pursuant to this Section 8.26 shall be treated in accordance with Section 8.23(c).

ARTICLE IX
SURVIVAL

9.1 Survival. None of the representations, warranties, covenants, obligations or other agreements in this Agreement, any Ancillary Document or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Acquisition Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Share Acquisition Closing (and there shall be no liability after the Share Acquisition Closing in respect thereof), except for (a) those covenants, obligations and agreements contained herein or therein that by their terms expressly apply in whole or in part after the Share Acquisition Closing and then only with respect to any breaches occurring after the Share Acquisition Closing, (b) Article XIII and any corresponding definitions set forth in Article XIV and (c) Fraud Claims.

ARTICLE X
CONDITIONS TO OBLIGATIONS OF THE PARTIES

10.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall in all respects be subject to the satisfaction or written waiver (where permissible) by the Company and Purchaser of the following conditions:

(a) FCC Approval. The unconditional approval by the Tanzanian Fair Competition Commission of the Transactions shall have been obtained.

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(b) Required Shareholder Approval. The Shareholder Approval Matters shall have been submitted to the vote of Purchaser Shareholders at the Special Shareholder Meeting in accordance with the Proxy Statement and shall have been approved and adopted by the requisite vote of Purchaser Shareholders at the Special Shareholder Meeting in accordance with the Proxy Statement, Purchaser’s Organizational Documents and the applicable provisions of the Cayman Companies Act and the NYSE (the “Required Shareholder Approval”).

(c) No Law or Order. No Governmental Authority in Tanzania 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 illegal or otherwise prohibiting consummation of the Transactions (a “Legal Restraint”).

(d) Net Tangible Assets. Upon the Share Acquisition Closing, after giving effect to any redemption pursuant to the Redemption Rights, Purchaser shall have net tangible assets of at least five million and one Dollar ($5,000,001) (as determined in accordance with Rule 3a51-1(g) of the Exchange Act).

(e) Listing. The Holdings Ordinary Shares (including those to be issued pursuant to this Agreement (including the Earnout Shares) and the Subscription Agreements) and the Holdings Warrants (including the Holdings Ordinary Shares underlying such Holdings Warrants) shall have been approved for listing on the NYSE, subject only to official notice thereof.

(f) Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.

(g) Amended and Restated Organizational Documents. The memorandum of association and articles of association of Holdings shall have been amended and restated in their entirety in substantially the form attached hereto as Exhibit H (with such changes as are agreed in writing between Purchaser and the Company, the “A&R Holdings Charter”).

10.2 Conditions to Obligations of the Company and the Company Shareholders. In addition to the conditions specified in Section 10.1, the obligations of the Company and the Company Shareholders to consummate the Transactions are subject to the satisfaction or written waiver (by the Company, where permissible) of the following conditions:

(a) Representations and Warranties.

(i) All of the Purchaser Fundamental Warranties shall be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar) in all material respects on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(ii) All of the other representations and warranties of Purchaser set forth in this Agreement shall be true and correct on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.2(a)(ii)) and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser.

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(iii) All of the Holdings Fundamental Warranties shall be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar) in all material respects on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(iv) All of the other representations and warranties of Holdings set forth in this Agreement and in any certificate delivered by or on behalf of Holdings pursuant hereto shall be true and correct on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.2(a)(iv)), and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Holdings.

(b) Agreements and Covenants. Purchaser, Holdings and 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 Merger Closing Date or the Share Acquisition Closing Date.

(c) Officer Certificate. Purchaser and Holdings shall have delivered to the Company and the Company Shareholders Representative a certificate, dated as of the Merger Closing Date, signed by an officer of each of Purchaser and Holdings, certifying as to the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), but in each case, solely with respect to themselves.

(d) Trust Fund. Purchaser shall have made all necessary and appropriate arrangements with the Trustee to have all of the funds held in the Trust Account disbursed to Purchaser at the Share Acquisition Closing Date, and all such funds released from the Trust Account shall be available to the Surviving Company in respect of all or a portion of the payment obligations set forth in Section 8.19.

(e) Redemption. Purchaser shall have provided the holders of Purchaser Ordinary Shares with the opportunity to make redemption elections with respect to their Purchaser Ordinary Shares pursuant to Redemption Rights.

(f) Available Closing Cash Amount. The Available Closing Cash Amount shall be no less than the Minimum Cash Amount and Purchaser shall have made all necessary and appropriate arrangements prior to the Share Acquisition Closing Date for any portion of the Available Closing Cash Amount held in the Trust Account to be released from the Trust Account in connection with the Share Acquisition Closing.

(g) Ancillary Documents. A counterpart to the Ancillary Documents required to be executed by Purchaser, Holdings and Merger Sub at or prior to the Merger Closing Date or the Share Acquisition Closing shall have been executed and delivered to the Company.

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10.3 Conditions to Obligations of Purchaser and Holdings. In addition to the conditions specified in Section 10.1, the obligations of Purchaser and Holdings to consummate the Transactions are subject to the satisfaction or written waiver (by Purchaser or Holdings, as applicable, where permissible) of the following conditions; provided, however, that Purchaser or Holdings shall not be permitted to waive the conditions set forth in this Section 10.3 in respect of any representation, warranty, obligation, agreement or covenant of one or more Company Shareholders if such waiver would reasonably be expected to have a material and adverse effect on either the Target Companies, taken as a whole, or any of the Company Shareholders, without the prior written consent of the Company Shareholders Representative:

(a) Representations and Warranties.

(i) All of the Company Fundamental Warranties and the Company Shareholders Fundamental Warranties shall be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar) in all material respects on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(ii) All of the other representations and warranties of the Company and the Company Shareholders set forth in this Agreement and in any certificate delivered by or on behalf of the Company or the Company Shareholders pursuant hereto (other than the representations and warranties set forth in Section 6.8(b)) shall be true and correct on and as of the date of this Agreement and the Merger Closing Date as if made on the Merger Closing Date and will be so true and correct on and as of the Share Acquisition Closing Date as if made on the Share Acquisition Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.3(a)(ii)) and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have (x) a Material Adverse Effect on the Company or (y) a material adverse effect on the Company Shareholder’s ability to consummate the Transactions or perform their obligations under this Agreement or the Ancillary Documents to which they are party, as applicable.

(b) Agreements and Covenants. The Company and the Company Shareholders shall have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied with by them on or prior to the Merger Closing Date or the Share Acquisition Closing Date.

(c) Officer Certificate. The Company and the Company Shareholders Representative (on behalf of the Company Shareholders) shall have delivered to Purchaser a certificate, dated as of the Merger Closing Date, signed by each of the Company and the Company Shareholders (or, in the case of any such Person that is not a natural Person, an officer thereof), certifying as to the satisfaction of the conditions specified in Section 10.3(a) and Section 10.3(b) but in each case, solely with respect to themselves.

(d) Ancillary Documents. A counterpart to the Ancillary Documents required to be executed by the Company and the Company Shareholders at or prior to the Merger Closing Date or the Share Acquisition Closing shall have been executed and delivered to the Purchaser.

10.4 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 X 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, the Company Shareholders, or Holdings) to comply with or perform any of its covenants or obligations set forth in this Agreement.

ARTICLE XI
TERMINATION AND EXPENSES

11.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Merger Closing Date, notwithstanding receipt of any requisite approval and adoption of this Agreement and the Transactions by the shareholders of any Party, as follows:

(a) by mutual written consent of Purchaser and the Company;

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(b) by written notice by either Purchaser or the Company to the other if any of the conditions set forth in Article X have not been satisfied or waived by July 25, 2023 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, the Company Shareholders or Holdings) of any representation, warranty, covenant or obligation under this Agreement was the principal cause of the failure of a condition set forth in Article X on or before the Outside Date;

(c) by written notice by either Purchaser or the Company to the other if a Legal Restraint has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to the Company, the Company Shareholders or Holdings) to comply with any provision of this Agreement was the principal cause of such Legal Restraint;

(d) by written notice by the Company to Purchaser if (i) there has been a breach by Purchaser or Holdings of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of Purchaser or Holdings shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 10.2(a) or Section 10.2(b) to be satisfied (treating the Merger Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach (or if the breach is curable, the date by which such breach is required to be cured in the succeeding clause (ii))), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided to Purchaser by the Company or (B) the Outside Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 11.1(d) if at such time Purchaser would be entitled to terminate this Agreement pursuant to Section 11.1(e);

(e) by written notice by Purchaser to the Company if (i) there has been a breach by the Company or the Company Shareholders of any of their respective 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 10.3(a) or Section 10.3(b) to be satisfied (treating the Merger Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach (or if the breach is curable, the date by which such breach is required to be cured in the succeeding clause (ii))), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided to the Company by Purchaser or (B) the Outside Date; provided that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 11.1(e) if at such time the Company would be entitled to terminate this Agreement pursuant to Section 11.1(d); provided, further, that Purchaser shall consult in good faith with the Company prior to terminating this Agreement pursuant to this Section 11.1(e) for any breach or inaccuracy of a representation or warranty by one or more Company Shareholders or breach of a covenant or agreement by one or more Company Shareholders; or

(f) by written notice by either Purchaser or the Company to the other if the Special Shareholder Meeting is held (including any adjournment or postponement thereof) and has concluded, Purchaser Shareholders have duly voted, and the Required Shareholder Approval was not obtained.

11.2 Effect of Termination. If this Agreement is terminated pursuant to Section 11.1, this Agreement shall thereupon become null and void and of no further force and effect and there shall be no Liability on the part of any Party to another Party, except that (a) the provisions of Sections 8.15, 8.16, 11.3, 12.1, Article XII, Article XIII and this Section 11.2 shall remain in full force and effect and (b) nothing in this Section 11.2 shall be deemed to (i) release any Party from any Liability for any willful and material breach by such Party of any term of this Agreement prior to the date of termination or pursuant to any Fraud Claim against such Party, (ii) impair the right of any Party to compel specific performance by any other Party of such other Party’s obligations under this Agreement in each case prior to the valid termination of this Agreement or (iii) terminate or otherwise modify the Confidentiality Agreement; provided further that nothing in this Section 11.2 shall, in any way, limit the waivers against the Trust Account as set forth in Section 12.1.

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11.3 Fees and Expenses. Subject to Section 12.1, unless otherwise expressly provided for in this Agreement, all fees, costs and expenses (whether or not invoiced) incurred in connection with entering into this Agreement shall be paid by the Party incurring such fees, costs and expenses. For the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, (i) the Company shall pay, or cause to be paid, all unpaid Company Transaction Expenses and (ii) Purchaser shall pay, or cause to be paid, all unpaid Purchaser Transaction Expenses and (b) if the Share Acquisition Closing occurs, Holdings shall pay, or cause to be paid, any unpaid Company Transaction Expenses and any Purchaser Transaction Expenses.

ARTICLE XII
WAIVERS AND RELEASES

12.1 Waiver of Claims Against Trust. Each Party acknowledges and agrees that Purchaser has established the Trust Account containing the proceeds of the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser Shareholders and that, except as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to Purchaser Shareholders in the event they elect to redeem their shares of Purchaser Ordinary Shares (or Holdings Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to Purchaser Shareholders if the Purchaser fails to consummate a Business Combination within fifteen months after the closing of the IPO, subject to further extension as described by the IPO Prospectus, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income Taxes and (d) to Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each of Holdings, the Company and the Company Shareholders, on behalf of themselves and the other Company Affiliates, acknowledge and agree that they do not and shall not 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 Purchaser or any of its Representatives, on the one hand, and the Company, Holdings or the Company Shareholders or any Company Affiliate, 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 “Trust Account Released Claims”). Each of the Company, Holdings and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account 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 as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser or its Representatives and will not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser). The Company, Holdings and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Purchaser to induce Purchaser to enter in this Agreement, and each of the Company, Holdings and the Company Shareholders 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 the Company, Holdings or the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Holdings and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company or any Company Shareholder from (i) pursuing a claim against Purchaser, Merger Sub or any other person (A) for specific performance or other equitable relief in connection with the Transactions (including a claim for Purchaser to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against Purchaser (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and Purchaser consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 8.19(b).

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12.2 Mutual Releases.

(a) Effective as of the Share Acquisition Closing, each of Purchaser and Holdings, Holdings on behalf of all its Subsidiaries (including the Target Companies) and Purchaser on behalf of each other Purchaser Affiliate, hereby irrevocably releases and discharges, the Company Shareholders and each other Company Affiliate, and each of their respective current and former directors, managers, officers, partners and employees from and against all liabilities, claims and obligations, whether accrued or contingent, whether known or unknown, whether arising under common law, statute, equity or otherwise, to the extent arising prior to the Share Acquisition Closing and based upon, arising out of or related to the Target Companies and their respective businesses, operations, assets and liabilities, the service by any such Company Affiliate as an officer, director, manager, employee or Representative of the Target Companies or to the subject matter of this Agreement and the Ancillary Documents, including the Transactions (other than, and solely with respect to, any of the covenants in this Agreement that survive the Share Acquisition Closing); provided, however, that this Section 12.2(a) shall not release or discharge (i) any liability of the Company or any Company Shareholder under this Agreement, any Ancillary Document or the Confidentiality Agreement, (ii) any liability of any current or former employee of the Target Companies or any of their respective Subsidiaries to the extent (A) related to this Agreement, any Ancillary Document or the Transactions or (B) arising out of such employee’s service as an officer, director or employee of the Target Companies or any of their respective Subsidiaries, (iii) any Fraud Claim by Purchaser against the Company or any Company Shareholder or (iv) any claims that cannot be waived under applicable Law.

(b) Effective as of the Share Acquisition Closing, each Company Shareholder hereby irrevocably releases and discharges Purchaser, Holdings, the Target Companies and their respective Subsidiaries, each other Purchaser Affiliate and each of their respective current and former directors, managers, officers, partners and employees from and against all liabilities, claims and obligations, whether accrued or contingent, whether known or unknown, whether arising under common law, statute, equity or otherwise, to the extent arising prior to the Share Acquisition Closing and based upon, arising out of or related to the Target Companies and their respective Subsidiaries, their respective businesses, operations, assets and liabilities, the service by any such Purchaser Affiliate as an officer, director, manager, employee or Representative the Target Companies or any of their respective Subsidiaries or to the subject matter of this Agreement and the Ancillary Documents, including the Transactions (other than, and solely with respect to, any of the covenants in this Agreement that survive the Share Acquisition Closing); provided, however, that this Section 12.2(b) shall not release or discharge (i) any liability of Purchaser, Holdings, the Target Companies and their respective Subsidiaries under this Agreement, any Ancillary Document or the Confidentiality Agreement (in each case to which it is party), (ii) any liability of any current or former employee of the Target Companies or any of their respective Subsidiaries to the extent (A) related to this Agreement, any Ancillary Document or the Transactions or (B) arising out of such employee’s service as an officer, director or employee of the Target Companies or any of their respective Subsidiaries, (iii) any Fraud Claim by any Company Shareholder or (iv) any claims that cannot be waived under applicable Law.

(c) The Parties acknowledge and agree that the Company Affiliates and the Purchaser Affiliates are intended third-party beneficiaries of this Section 12.2.

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ARTICLE XIII
MISCELLANEOUS

13.1 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other “bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt or other “bounce-back”); 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 Purchaser at or prior to the Share Acquisition Closing, to: [***]	with a copy (which will not constitute notice) to: [***]
If to the Company at or prior to the Share Acquisition Closing, to: [***]	with a copy (which will not constitute notice) to: [***]
If to Holdings at or prior to the Share Acquisition Closing, to: [***]	with a copy (which will not constitute notice) to: [***]

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If to the Company Shareholders Representative or the Company Shareholders, to: [***]	with a copy (which will not constitute notice) to: [***]
If to Holdings, Purchaser, or the Company after the Share Acquisition Closing, to: [***]	with a copy (which will not constitute notice) to: [***]

13.2 Binding Effect; Assignment. Subject to Section 13.3, this Agreement and all of the provisions hereof shall be binding upon and inure solely 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 prior to the Share Acquisition Closing without the prior written consent of Purchaser, Holdings and the Company and after the Share Acquisition Closing without the prior written consent of the Purchaser Representative and the Company Shareholders Representative. Any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

13.3 Third Parties. Except for the rights of (a) the D&O Indemnified Persons set forth in Section 8.18, (b) the rights of the Company Affiliates set forth in Section 12.2, (c) the rights of the Purchaser Affiliates set forth in Section 12.2 and (d) the rights of the Nonparty Affiliates set forth in Section 13.14, respectively, 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 shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party or thereto or a successor or permitted assign of such a Party.

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13.4 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State (other than with respect to the effects of the Merger which shall be governed by the laws of the Cayman Islands). All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

13.5 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.5.

13.6 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the Transactions 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 may 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, specific performance or other equitable remedy to prevent or remedy any breach of this Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, 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.

13.7 Exclusive Remedy. Save as expressly set out in this Agreement, the only right or remedy of Purchaser in relation to any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision set out in this Agreement or any Ancillary Document shall be for breach of this Agreement or the relevant Ancillary Document to the exclusion of all other rights and remedies (including those in tort or arising under statute) and, in respect of any breach of this Agreement or any Ancillary Document, the only remedy shall be a claim for damages in respect of such breach. Save as expressly set out in this Agreement, Purchaser shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever at any time, whether before or after Merger Closing and Share Acquisition Closing, and Purchaser waives any rights of rescission or termination it may have. The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law except as otherwise expressly provided. Nothing in this Section 13.7 shall have the effect of excluding or limiting any liability for or remedy in respect of a Fraud Claim.

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13.8 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.

13.9 Amendment. Without prejudice to the appointment of any successor Company Shareholders Representative or Purchaser Representative in accordance with Section 13.15(e) and Section 13.16(c), respectively, this Agreement may be amended, supplemented or modified (a) prior to the Share Acquisition Closing only by execution of a written instrument signed by each of the Parties and (b) after the Share Acquisition Closing only by execution of a written instrument signed by the Purchaser Representative and the Company Shareholders Representative; provided that to the extent any such amendment referred to in clause (b) would have an adverse and disproportionate impact in any material respect on any Company Shareholder (or Company Shareholders) as compared to the other Company Shareholders, such impacted Company Shareholder (or Company Shareholders) shall be required to also execute such written instrument.

13.10 Waiver. Each of Purchaser, Holdings and the Company, on behalf of itself and its Affiliates, and the Company Shareholders Representative, on behalf of the Company Shareholders, may in its sole discretion (a) extend the time for the performance of any obligation or other act of any other non-affiliated Party, (b) waive any inaccuracy in the representations and warranties by such other non-affiliated Party contained herein or in any document delivered pursuant hereto and (c) 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. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right or remedy 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 Share Acquisition Closing by Holdings or Purchaser shall also require the prior written consent of the Purchaser Representative and the Company Shareholders Representative.

13.11 Entire Agreement. This Agreement, the Ancillary Documents and the Confidentiality Agreement collectively set out the entire agreement between the Parties in respect of the subject matter contained herein and therein and, save to the extent expressly set out in this Agreement, the Ancillary Document or the Confidentiality Agreement, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

13.12 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires:

(a) references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(b) references to a “Person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organization, in each case whether or not having separate legal personality;

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(c) 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;

(d) 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, or any other accounting principles used by the applicable Person;

(e) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation;

(f) the words “herein”, “hereto”, and “hereby” and other words of similar import in this Agreement 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;

(g) the words “date hereof” when used in this Agreement shall refer to the date of this Agreement;

(h) 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”;

(i) in Article IV through Article XII to (i) “Purchaser” shall refer to GoGreen Investments, Inc. for all periods prior to the completion of the Merger and to the Surviving Company for all periods after the completion of the Merger; provided that the foregoing shall not apply to the representations and warranties set forth in Sections 4.2, 4.4 and 4.5, and (ii) “Purchaser Class A Ordinary Shares”, “Purchaser Class B Ordinary Shares”, “Purchaser Redeemable Warrants” and “Purchaser Units” shall refer to such securities solely for periods prior to the Merger;

(j) the term “or” shall be construed to have the same meaning and effect as the inclusive term “and/or”;

(k) the word “day” means calendar day unless Business Day is expressly specified;

(l) every reference to a particular Law shall be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Share Acquisition Closing; provided that, as between the parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(m) references to “Dollars” or “$” are references to the lawful currency from time to time of the United States of America;

(n) for the purposes of applying a reference to a monetary sum expressed in Dollars, an amount in a different currency shall be deemed to be an amount in Dollars translated at the Exchange Rate at the relevant date;

(o) references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(p) references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(q) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”;

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(r) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(s) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement;

(t) unless the context of this Agreement otherwise requires, references to any statute shall include all regulations promulgated thereunder and references to any statute or regulation shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing such statute or regulation;

(u) words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(v) 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 stockholders shall include any applicable owners of the equity interests of such Person, in whatever form.

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 Holdings or the Company to be given, delivered, provided or made available by Holdings or 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 Purchaser 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 Purchaser and its Representatives and Purchaser and its Representatives have been given access to the electronic folders containing such information (subject to access limitations as may be applicable to any individual electronic folders).

13.13 Counterparts. This Agreement may be executed and delivered (including by facsimile, email 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.

13.14 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary Documents, or the negotiation, execution, or performance or non-performance of this Agreement or the Ancillary Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the Ancillary Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Ancillary Document (the “Contracting Parties”) except as set forth in this Section 13.14. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other person. No person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the other Ancillary Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Ancillary Documents or their negotiation, execution, performance, or breach; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Ancillary Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 13.14.

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13.15 Company Shareholders Representative.

(a) By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby constitute and appoint Keith Liddell (the “Company Shareholders Representative”) as their agent, attorney-in-fact and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the Transactions or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative hereunder, including: (i) execution of any documents and certificates pursuant to this Agreement, (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement, (iii) administration of the provisions of this Agreement, (iv) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith, (v) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Holdings under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each the Company Shareholders, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and (C) executing, on behalf of the Company Shareholders, any settlement agreement, release or other document with respect to such dispute or remedy and (vi) engaging attorneys, accountants, agents or consultants on behalf of the Company Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Company Shareholders Representative hereby accepts its appointment and authorization as the Company Shareholders Representative under this Agreement.

(b) The Purchaser Representative, Purchaser and Holdings may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser Representative, Holdings, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser Representative and Purchaser shall not have any Liability to the Company Shareholders for any allocation or distribution among the Company Shareholders of payments made to or at the direction of the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise has rights in such capacity shall be made to the Company Shareholders Representative for the benefit of the Company Shareholders, and any notices so made shall discharge in full all notice requirements of the other Parties hereto or thereto to the Company Shareholders with respect thereto.

(c) The Company Shareholders Representative, in its capacity as such, shall not have any personal Liability for any amount owed to Purchaser or Holdings pursuant to this Agreement. The Company Shareholders Representative shall not be personally liable to the Company Shareholders, in his or its capacity as the Company Shareholders Representative, for any personal Liability of the Company Shareholders or otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement.

(d) The Company Shareholders Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document which expressly contemplates that the Company Shareholders Representative will act on behalf of the Company Shareholders as the Company Shareholders Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company Shareholder shall indemnify, defend and hold harmless the Company Shareholders Representative from and against any and all Liabilities incurred without gross negligence, bad faith or willful misconduct on the part of the Company Shareholders Representative (in his capacity as such) and arising out of or in connection with the acceptance or administration of the Company Shareholders Representative’s duties under this Agreement or any Ancillary Document which expressly contemplates that the Company Shareholders Representative will act on behalf of Purchaser, including the reasonable fees and expenses of any legal counsel retained by the Company Shareholders Representative. In no event shall the Company Shareholders Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Shareholders Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Shareholders Representative in the foregoing manner. All of the indemnities, immunities, releases and powers granted to Company Shareholders Representative under this Section 13.15 shall survive the Share Acquisition Closing and continue indefinitely.

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(e) If the Company Shareholders Representative shall die, become legally disabled, dissolve (in the case of an entity), resign or otherwise be unable or unwilling to fulfil his, her or its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders, then the Company Shareholders shall, within ten days after such death, legal disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative and notify the Purchaser Representative and Purchaser and Holdings in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders Representative” for purposes of this Agreement.

(f) Notwithstanding anything to the contrary herein, the Company Shareholders Representative shall not be entitled to take any action pursuant to the rights granted to it under this Section 13.15 if such action would have an adverse and disproportionate impact in any material respect on any Company Shareholder (or Company Shareholders) as compared to the other Company Shareholders.

13.16 Purchaser Representative.

(a) By execution and delivery of this Agreement, Purchaser, on behalf of itself and its successors and assigns, hereby irrevocably appoints the Sponsor (the “Purchaser Representative”) as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Share Acquisition Closing in connection with: (i) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, (ii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel, (iv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the Transactions, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Share Acquisition Closing consideration adjustment or indemnification claim and (v) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

(b) The Purchaser Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Liabilities incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem reasonably necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to Purchaser Representative under this Section 13.16 shall survive the Share Acquisition Closing and continue indefinitely.

(c) The Person serving as the Purchaser Representative may resign upon ten days’ prior written notice to Holdings, Purchaser and the Company Shareholders Representative; provided that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

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13.17 Legal Representation.

(a) The Parties agree that, notwithstanding the fact that Latham & Watkins LLP (“Latham”) may have, prior to the Share Acquisition Closing, jointly represented Purchaser and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented Purchaser, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Latham will be permitted in the future, after the Share Acquisition Closing, to represent the Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Holdings, Purchaser or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, Holdings and the Company Shareholders, who are or have the right to be represented by independent counsel in connection with the Transactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with Latham’s future representation of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of Holdings, Purchaser, the Company and the Company Shareholders or any of their respective Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by Latham of the Sponsor, Purchaser or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor shall be deemed the client of Latham with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Share Acquisition Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Holdings, Purchaser; provided further, that nothing contained herein shall be deemed to be a waiver by Holdings, Purchaser or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

(b) The Parties agree that, notwithstanding the fact that Cravath, Swaine & Moore LLP (“Cravath”) may have, prior to the Share Acquisition Closing, represented the Company in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented the Company and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Cravath will be permitted in the future, after the Share Acquisition Closing, to represent Holdings, the Company or their respective Affiliates in connection with matters in which such Persons are adverse to Sponsor, Purchaser, the Company Shareholders or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Sponsor, Purchaser and the Company Shareholders, who are or have the right to be represented by independent counsel in connection with the Transactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with Cravath’s future representation of one or more of Holdings, the Company or its Affiliates in which the interests of such Person are adverse to the interests of the Sponsor, the Purchaser and the Company Shareholders or any of their respective Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by Cravath of the Company or any of its Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Company shall be deemed the client of Cravath with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Share Acquisition Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Company, shall be controlled by the Company and shall not pass to or be claimed by Purchaser or the Sponsor; provided further, that nothing contained herein shall be deemed to be a waiver by Purchaser, the Sponsor or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

13.18 Scope of the Company Shareholders’ Obligations. In this Agreement, (a) any obligation, covenant, representation or warranty, indemnity, liability or other requirement provided by or in respect of any Company Shareholder shall be on a several basis (not jointly and not jointly and severally) as to such Company Shareholder and only pertain to it, (b) each Company Shareholder shall be liable for its own breaches, (c) to the extent any Company Shareholder is liable for monetary damages hereunder, other than in the cause of a Fraud Claim or for any willful and material breach by such Company Shareholder of any term of this Agreement prior to the date of termination, the aggregate liability of such Company Shareholder shall be equal to its Company Shareholder Consideration and (d) no Party shall be entitled to recover more than once (i.e., “double recovery”) for the same loss or losses even in the event of breaches by multiple Company Shareholders.

ARTICLE XIV
DEFINITIONS

14.1 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, governmental inquiry or investigation, hearing, proceeding or investigation, by or before any Governmental Authority.

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“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, Sponsor shall be deemed to be an Affiliate of Purchaser prior to the Share Acquisition Closing.

“Ancillary Documents” means each agreement, instrument, certificate or document including the Purchaser Disclosure Schedules, the Company Disclosure Schedules, the Plan of Merger, the Lock-Up Agreements, the New Registration Rights Agreement, the Sponsor Support Agreement, the Warrant Assumption Agreement, any Joinder and the other agreements, instruments, certificates and documents to be executed or delivered by any of the Parties in connection with or pursuant to this Agreement.

“Available Closing Cash Amount” means an amount equal to the (i) cash available in the Trust Account, minus (ii) any amounts required to satisfy any redemption pursuant to the Redemption Rights, plus (iii) any proceeds from the consummation of the PIPE Investment, minus (iv) the Closing Transaction Expense Amount, plus (v) the Sponsor Offset Share Amount.

“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, phantom-equity, equity purchase, employment or individual consulting, severance or termination pay, holiday, vacation, bonus, hospitalization or other medical, life or other welfare benefit insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee compensation or benefit plan, program, agreement or arrangement maintained or contributed to or required to be contributed to by such Person for the benefit of any employee or terminated employee (or their dependents) of such Person, or with respect to which such Person has or could have any Liability.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, London, England, or George Town, Cayman Islands, are authorized to close for business.

“Cayman Companies Act” means the Companies Act (As Revised), as amended, of the Cayman Islands.

“Cayman Merger Filing Documents” means the Plan of Merger together with such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other law to make the Merger effective.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Change of Control” means any transaction or series of transactions occurring after the Share Acquisition Closing (a) following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons, acquires direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing more than 50% of the combined voting power of the then outstanding voting securities of Holdings, (b) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (i) the members of the board of directors of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a Subsidiary, the ultimate parent thereof or (ii) the voting securities of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into 50% or more of the combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (c) the result of which is a sale of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any person.

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“Closing Number of Shares” means the Holdings Ordinary Shares to be issued to each Company Shareholder as part of that shareholder’s Company Shareholder Consideration, which shall, in relation to each Company Shareholder, be a number of Holdings Ordinary Shares as set forth opposite such Company Shareholder’s name in the corresponding column of Schedule 1 hereto (as the same may be updated from time to time in accordance with the terms of this Agreement).

“Closing Transaction Expense Amount” means the amount equal to the sum of the Company Transaction Expenses and the Purchaser Transaction Expenses.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended.

“Company Affiliate” means (i)(A) any direct or indirect shareholder, member, general or limited partner or other equityholder of Holdings or the Company and (B) any past, present or future director, officer, employee, incorporator, manager, controlling person, affiliate, subsidiary, portfolio company or Representative of, and any financing source or lender to, (1) Holdings or (2) the Company or any of its Subsidiaries or (3) any person referred to in the foregoing clause (i)(A) or (ii) any of their respective heirs, executors, administrators, successors or assigns.

“Company Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies, Holdings, or the Company Shareholders or any of their respective Affiliates or Representatives, furnished in connection with this Agreement or the Transactions; provided, however, that Company Confidential Information shall not include any information which, at the time of the disclosure to Purchaser or its Representatives (a) was generally available publicly and was not disclosed in breach of this Agreement or (b) 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 other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

“Company Equity Awards” means the Company Options and the Company RSUs.

“Company Fundamental Warranties” means the warranties contained in Section 6.1(a) (Organization and Standing), Section 6.2 (Authorization; Binding Agreement), Section 6.3(a) (Capitalization) and Section 6.25 (Finders and Brokers).

“Company Option Plan” means the Company’s Discretionary Share Option Plan, dated February 3, 2021 as may be amended from time to time and the award agreements and certificates issued thereunder.

“Company Options” means all outstanding options to purchase Company Shares, whether or not exercisable and whether or not vested, granted under the Company Option Plan.

“Company Owned IP” means any Intellectual Property owned by any Target Company, including the Company Registered IP.

“Company RSUs” means the restricted stock units granted by the Company (a) payable in Company Shares or (b) the value of which is determined with reference to the value of the Company Shares, whether or not exercisable and whether or not vested.

“Company Shareholders Fundamental Warranties” means the warranties contained in Section 7.1 (Organization and Standing), Section 7.2 (Authorization; Binding Agreement), Section 7.3 (Ownership), and Section 7.8 (Finders and Brokers).

“Company Shares” means the ordinary shares of the Company.

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“Company Subsidiaries” means (a) Lifezone Limited, an Isle of Man company, (b) Kabanga Nickel Limited, a United Kingdom company, (c) Tembo Nickel Corporation Limited, a Tanzania company, (d) Tembo Nickel Mining Corporation Limited, a Tanzania company, (e) Tembo Nickel Refining Corporation Limited, a Tanzania company, (f) Kabanga Holdings Ltd., a Cayman Islands exempted company, (g) Kabanga Nickel Company Limited, a Tanzania company, (h) Romanex International Limited, a Canadian company and (i) Kabanga Mining Company Limited, a Tanzania company.

“Company Transaction Expenses” means the aggregate amount of all fees, costs and expenses (whether or not yet invoiced), that have been incurred prior to the Share Acquisition Closing by or on behalf of the Company, which the Company has agreed to pay or is otherwise liable for (including, if applicable, fees, costs and expenses of the managers, directors, officers, employees and consultants of the Company which the Company has agreed to pay or is otherwise liable for) in connection with the negotiation, execution, performance or consummation of this Agreement and the Ancillary Documents and the Transactions and that constitute fees, costs and expenses of third-party counsel, advisors, brokers, finders, consultants, investment bankers, accountants, auditors and experts, excluding any payments or benefits under any Company Benefit Plan.

“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 written binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other binding contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind (including any amendments and other modifications thereto).

“Contributor” means all Persons who created, developed, or contributed to any Intellectual Property purported to be owned by a Target Company.

“Contributor Agreement” means a Contract with a Contributor, pursuant to which the Contributor assigns to a Target Company all of the Contributor’s right, title and interest in and to (i) the Intellectual Property conceived, developed created or reduced to practice by such Contributor in connection with and within the scope of the employment or engagement of such Contributor by such Target Company, or (ii) if such Contributor was not employed or engaged by a Target Company, the Intellectual Property purported to be owned by any Target Company that was conceived, developed, acquired, created, or reduced to practice by such Contributor.

“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 50% 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 50% or more of the profits, losses, or distributions of the Controlled Person or (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.

“Copyrights” means any intellectual property rights in works of authorship, databases, collections of data, and mask works, including all copyrights and sui generis rights therein, and all registrations, renewals, extensions, or reversions thereof.

“COVID-19” means the disease known as coronavirus disease or COVID-19, the virus known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and any evolutions or mutations thereof.

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“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, mask wearing, temperature taking, personal declaration, “purple badge standard”, shut down, closure, sequester directive, guideline or recommendation made by an applicable Governmental Authority or any other applicable Law in connection with or in response to COVID-19.

“Data Protection Laws” means the following legislations to the extent applicable: (a) national Laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC), (b) the General Data Protection Regulation (2016/679) (the “GDPR”) and any national Law supplementing the GDPR or any successor laws arising out of the withdrawal of a member state from the European Union, including the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and (c) all applicable Law concerning the privacy, protection, security, collection, storage, use, transfer, disclosure, destruction, alteration or other processing of Personal Data.

“Earnout Period” means the time period beginning on the Share Acquisition Closing Date and ending on the five-year anniversary of the Share Acquisition Closing Date.

“Eligible Company Equityholders” means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Share Acquisition Closing, of a Company Share (including, for the avoidance of doubt, each holder of a Company Share that is or becomes deliverable in respect of any Company Equity Awards in accordance with Section 2.4 of this Agreement).

“Environmental Law” means any Law in effect on or prior to the date hereof relating to (a) the protection of human health and safety (to the extent relating to exposure to Hazardous Materials), (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 use, storage, recycling, treatment, generation, transportation, processing, handling, labelling, production, Release or disposal of Hazardous Materials.

“Environmental Permits” has meaning set forth in Section 6.19(a).

“ERISA Affiliate” means any entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included any other entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as such other entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Rate” means with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into Dollars on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by HSBC Bank plc as at the close of business in London as at such date.

“Exchange Shares” means an aggregate number of Holdings Ordinary Shares to be issued as part of the Share Acquisition in accordance with Section 2.2.

“Excluded Shares” means Purchaser Ordinary Shares, if any, held in the treasury of Purchaser.

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“FCA” means the Tanzania Fair Competition Act 2003, as amended from time to time.

“Fraud Claim” means any claim based in whole or in part upon fraud (which means, with respect to any Person, the making of a statement of fact in the express representations and warranties set forth in this Agreement or any certificate delivered pursuant hereto, with the intent to deceive another Person and which requires the elements defined by Delaware common law other than to the extent set forth in the final sentence of this definition) against the Person who committed a fraud, which such claim can only be brought by the Person alleged to have suffered from such alleged fraud. In no event shall fraud hereunder or a Fraud Claim include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental, regulatory 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.

“Hazardous Material” means any chemical, waste, gas, liquid or other substance or material that is defined, listed, designated or regulated 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 that could result in the imposition of Liability, or responsibility for Remedial Action, under any Environmental Law, including petroleum and petroleum by-products or derivatives, asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“Holdings Fundamental Warranties” means the warranties contained in Section 5.1 (Organization and Standing), Section 5.2 (Authorization; Binding Agreement), Section 5.5 (Capitalization) and Section 5.7 (Finders and Brokers).

“Holdings Ordinary Shares” means the ordinary shares, with $0.0001 par value per share, of Holdings.

“Holdings Private Warrant” means each one warrant of Holdings entitling the holder thereof to purchase one Holdings Ordinary Share on substantially the same terms and conditions described in the IPO Prospectus with respect to the Purchaser Private Warrants.

“Holdings Public Warrant” means each one warrant of Holdings entitling the holder thereof to purchase one Holdings Ordinary Share on substantially the same terms and conditions described in the IPO Prospectus with respect to the Purchaser Redeemable Warrants.

“Holdings Securities” means the Holdings Ordinary Shares and the Holdings Warrants, collectively.

“Holdings Warrants” means the Holdings Private Warrants and the Holdings Public Warrants, collectively.

“IFRS” means International Financial Reporting Standards as promulgated by the International Accounting Standards Board.

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“Incidental Licenses” means, with respect to a Target Company, any of the following Contracts entered into in the ordinary course of business: (a) an incidental permitted use right to confidential information in a non-disclosure agreement, (b) Contributor Agreements and (c) any non-exclusive license to Intellectual Property that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) sales or marketing or similar Contract that includes a license to use the Trademarks of a Target Company for the purposes of promoting the goods or services thereof, (ii) a Contract with a vendor that allows the vendor to identify a Target Company as a customer, (iii) a Contract to purchase or lease equipment or materials, such as a photocopier, computer, or mobile phone that also contains an incidental license to Intellectual Property; or (iv) license for the use of software that is preconfigured, preinstalled, or embedded on hardware or other equipment.

“Indebtedness” of any Person means, without duplication, (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), including “earn-outs” and “seller notes” whether accrued or not, (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, in each case to the extent drawn, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with IFRS, or any other accounting principles used by such Person, (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 and not settled, (f) 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, (g) all obligations secured by a Lien on any property of such Person and (h) all obligation described in clauses (a) through (g) 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. For the avoidance of doubt, “Indebtedness” shall exclude (i) any amounts included in Company Transaction Expenses (with respect to Indebtedness the Company) or Purchaser Transaction Expenses (with respect to Indebtedness of Purchaser), (ii) accounts payable to trade creditors or accrued expenses, in each case, arising in the ordinary course of business and that are not yet due and payable or are being disputed in good faith or (iii) the endorsement of negotiable instruments for collection in the ordinary course of business.

“Infringement” means, directly or indirectly (including secondarily, contributorily, by inducement or otherwise), the infringement, misappropriation, dilution, or other violation of the Intellectual Property of any Person. “Infringed” and “Infringing” mean the correlative of Infringement.

“Intellectual Property” means all intellectual property rights, including Patents, Trademarks, internet domain names, Copyrights, design rights, and Trade Secrets.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IOM Companies Act” means the Isle of Man Companies Act 2006, as amended.

“IPO” means the initial public offering of the Purchaser Ordinary Shares and the Purchaser Redeemable Warrants pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of Purchaser, dated as of October 20, 2021, and filed with the SEC on October 22, 2021 (File Nos. 333-256781 and 333-260399).

“IT Systems” means all computer hardware and peripherals, telecommunications and network equipment, other informational technology assets and equipment, software, and industrial control systems that are owned, leased or licensed by any Target Company.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

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“Knowledge” means, with respect to (a) the Company, the actual knowledge of person set forth on Section 14.1 of the Company Disclosure Schedules, or (b) any other Party, (i) if an entity, the actual knowledge of its executive officers, directors or secretary, or (ii) if a natural person, the actual knowledge of such Party. No Party shall be deemed to have any other actual, imputed, or constructive knowledge regarding the subject matter of any of the relevant provisions.

“Law” means any federal, tribal, state, local, municipal, foreign or other law, statute, legislation, case law, 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, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), or any filing or agreement to file a financing statement as debtor under applicable 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 or financial condition of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries to consummate the Transactions or to perform its obligations under this Agreement or the Ancillary Documents to which it is party; provided, however, that for purposes of clause (a) above, any fact, event, occurrence, change or effect directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may or would have occurred a Material Adverse Effect: (i) general global, national, regional, state or local changes in the financial or securities markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets) or general economic or political or social 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 operate, (iii) changes or proposed changed in GAAP, IFRS or other applicable accounting principles or mandatory changes in the regulatory accounting requirements (or any interpretation thereof) applicable to any industry in which such Person and its Subsidiaries principally operate, (iv) conditions caused by acts of God, epidemic, pandemics (including COVID-19 or any mutation or variation thereof, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), terrorism, war (whether or not declared), natural or man-made disaster (including fires, flooding, earthquakes, hurricanes and tornados), civil unrest, terrorism or other force majeure or comparable events, (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), (vi) changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees), (vii) changes or proposed changes in applicable Law (or any interpretation thereof) after the date of this Agreement, (viii) any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement, (ix) in respect of the Company, any action taken by, or at the written request of, Purchaser and in respect of Purchaser or Holdings, any action taken by, or at the written request of, the Company and (x) with respect to Purchaser, the consummation and effects of the Redemption Rights; 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 would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person and its Subsidiaries, taken as a whole, compared to other participants in the industries and geographic location in which such Person or any of its Subsidiaries conducts its businesses (in which case only the incremental disproportionate impact may be taken into account). Notwithstanding the foregoing, with respect to Purchaser, the aggregate amount redeemed pursuant to the Redemption Rights shall not be deemed to be a Material Adverse Effect on Purchaser.

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“Merger Sub Shares” means the ordinary shares, par value $1 per share, of Merger Sub.

“Minimum Cash Amount” means $50 million.

“NYSE” means the New York Stock Exchange.

“Order” means any order, decree, ruling, judgment, injunction, writ, binding determination or decision, verdict or judicial award that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational Documents” means, with respect to any Person, its articles of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended (including, solely with respect to the Company, the Shareholders’ Agreement).

“Patents” means any patents, utility models, and applications therefor (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof).

“PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“Per Share Merger Consideration” means one Holdings Ordinary Share.

“Permits” means all federal, state, local or foreign permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders issued by or filed with any Governmental Authority.

“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not due and payable or delinquent or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established in accordance with GAAP, IFRS or other applicable accounting principles with respect thereto, (b) Liens imposed by operation of Law or non-monetary encumbrances that 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, pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other social security legislation, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) Liens arising under this Agreement or any Ancillary Document, (f) such imperfections of title, easements, covenants, encumbrances, Liens, or other similar restrictions on real property that would not be reasonably expected to materially impair the current use or operations of the business of the Target Companies or any assets that are subject thereto, (g) materialmen’s, mechanic’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens, or deposits to obtain the release of such Liens, (h) restrictions on the transfer of securities imposed by applicable securities Laws, (i) zoning, building, land use, entitlement, conservation restrictions or other similar restrictions on real property, including rights of way and similar encumbrances identified on any surveys, and other land use and environmental regulations promulgated by Governmental Authorities, (j) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety, indemnity and appeal bonds, performance and fiduciary bonds and other obligations of a like nature, in each case in the ordinary course of business, (k) non-exclusive licenses (or sublicenses) of Intellectual Property owned by the Target Companies granted in the ordinary course of business, (l) any (i) statutory Liens in favor of any lessor or landlord, (ii) Liens set forth in leases, subleases, easements, licenses, rights of use, rights to access and rights-of-way or (iii) Liens benefiting or encumbering any superior estate, right or interest, (m) any Liens that are discharged or released at or prior to the Share Acquisition Closing, (n) any purchase money Liens, equipment leases or similar financing arrangements, (o) the rights of lessors under leasehold interests, (p) Liens specifically identified on the consolidated balance sheet of the Target Companies or (q) Liens set forth on Section 6.15 of the Company Disclosure Schedules.

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“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), company, limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Data” means (a) any information relating to an identified or identifiable natural person or that is reasonable capable of being used to identify a natural person or (b) any piece of information considered “personally identifiable information”, “personal information”, “personal data” or other comparable term under applicable Data Protection Laws.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

“Purchaser Affiliate” means (i) (A) any direct or indirect shareholder, member, general or limited partner or other equityholder of a Purchaser and after the Share Acquisition Closing, Holdings, the Company or any of its Subsidiaries and (B) any past, present or future director, officer, employee, incorporator, manager, controlling person, affiliate, subsidiary, portfolio company or Representative of, and any financing source or lender to, (1) Purchaser, (2) after the Share Acquisition Closing, Holdings or its Subsidiaries (including the Target Companies and their respective Subsidiaries) or (3) any person referred to in the foregoing clause (i)(A) or (ii) any of their respective heirs, executors, administrators, successors or assigns. Purchaser on behalf of itself.

“Purchaser Charter” means the amended and restated memorandum and articles of association of Purchaser adopted by special resolution dated June 29, 2021 and effective on October 20, 2021.

“Purchaser Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Purchaser.

“Purchaser Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Purchaser.

“Purchaser Confidential Information” means all confidential or proprietary documents and information concerning Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, at the time of the disclosure to the Company, Holdings, the Company Shareholders or any of their respective Affiliates or Representatives, (a) was generally available publicly and was not disclosed in breach of this Agreement or (b) was previously known by such receiving Party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Share Acquisition Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

“Purchaser Fundamental Warranties” means the warranties contained in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.16 (Finders and Brokers) and Section 4.21 (Trust Account).

“Purchaser Ordinary Shares” means the Purchaser Class A Ordinary Shares and the Purchaser Class B Ordinary Shares, collectively.

“Purchaser Private Warrant” means a warrant of Purchaser entitling the holder thereof to purchase one Purchaser Class A Ordinary Share in accordance with terms described in the IPO Prospectus with respect to the placement warrants of Purchaser.

“Purchaser Public Unit” means a unit consisting of one Purchaser Class A Ordinary Share and one-half of one Purchaser Redeemable Warrant which include the “placement shares” of Purchaser referred to in the IPO Prospectus.

“Purchaser Redeemable Warrant” means a warrant of Purchaser entitling the holder thereof to purchase one Purchaser Class A Ordinary Share in accordance with terms described in the IPO Prospectus with respect to the redeemable warrants of Purchaser.

“Purchaser Securities” means the Purchaser Ordinary Shares, the Purchaser Redeemable Warrants and the Purchaser Private Warrants, collectively.

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“Purchaser Transaction Expenses” means the aggregate amount of (a) all fees, costs and expenses (whether or not yet invoiced), that have been incurred prior to the Share Acquisition Closing by or on behalf of Purchaser, which Purchaser has agreed to pay or is otherwise liable for (including, if applicable, fees, costs and expenses of the managers, directors, officers, employees and consultants of Purchaser which Purchaser has agreed to pay or is otherwise liable for) in connection with the negotiation, execution, performance or consummation of this Agreement and the Ancillary Documents and the Transactions or the IPO and that constitute fees, costs and expenses of third-party counsel, advisors, brokers, finders, consultants, investment bankers, accountants, auditors and experts (including deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO) and (b) any Stamp Duty in connection with the Transactions payable by Holdings.

“Purchaser Warrants” means the Purchaser Private Warrants and Purchaser Redeemable Warrants, collectively.

“Redeeming Purchaser Shares” means each Purchaser Class A Ordinary Share in respect of which the applicable holder thereof has validly exercised its Redemption Right (and not waived, withdrawn or otherwise lost such rights in accordance with the terms of this Agreement, the Purchaser Charter and applicable Law).

“Redemption Amount” means the aggregate amount payable with respect to all Redeeming Purchaser Shares.

“Redemption Rights” means the right of an eligible (as determined in accordance with the Purchaser Charter) holder of Purchaser Class A Ordinary Shares to redeem all or a portion of their Purchaser Class A Ordinary Shares (in connection with the Transactions or otherwise) as set forth in the Purchaser Charter.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, disposal, discharge, dispersal, escaping, dumping, or leaching into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata).

“Remedial Action” means all actions required by Environmental Law to (a) clean up, remove, treat, or in any other way address any Release of Hazardous Material, (b) prevent the Release of any Hazardous Material so it does not substantially endanger or threaten to substantially endanger public health or welfare or the environment, (c) perform pre-remedial studies and investigations or post-remedial monitoring and care or (d) correct a condition of material noncompliance with Environmental Laws.

“Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, 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 U.S. Securities Act of 1933, as amended.

“Shareholders’ Agreement” means the shareholders’ agreement relating to the Company dated June 24, 2022.

“SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“Sponsor Offset Share Amount” means an amount equal to (a) the number of Sponsor Offset Shares multiplied by (b) $10.00.

“Sponsor Offset Shares” means Holdings Ordinary Shares issued to the Company Shareholders (for the avoidance of doubt, as of immediately prior to the Share Acquisition Closing) in lieu of being issued to Sponsor in connection with the Share Acquisition Closing and pursuant to the Sponsor Support Agreement.

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“Stamp Duty” means any stamp, stamp duty, stamp duty reserve tax or other documentary, registration or transfer Taxes (including, for the avoidance of doubt any real estate transfer Taxes), in the nature of tax directly or indirectly imposed, collected or assessed by, or payable to (whether directly or indirectly), a Tax authority in relation to the agreement to transfer or the transfer of ownership or title to property and all penalties and interest included in or relating to any of the above.

“Subsidiary” means, with respect to any Person, any corporation, company, partnership, association or other business entity of which (a) if a corporation or company, a majority of the total voting power of capital shares 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 (b) 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.

“Target Companies” means, collectively, all of the Company and the Company Subsidiaries and “Target Company” means any of them.

“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 all forms of taxation, whether direct or indirect and whether levied by reference to actual, deemed, gross or net income, gross receipts, profits, gains, net wealth, asset values, turnover, added value, receipt, payment, sale, use, services, occupation, contributions due in relation to the payment of compensation to employees, franchise or values or other reference and statutory, governmental, state, federal, provincial, notarial, local, foreign, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and of any jurisdiction and any penalty, fine, surcharge, interest, charges or costs relating thereto and regardless of whether such taxes, penalties, charges, costs and interest are directly or primarily chargeable against or attributable to any other person but are instead imposed upon any secondarily liable person by operation of Law.

“Trade Secrets” means any trade secrets, and any other intellectual property rights arising under applicable Law, in confidential or proprietary information, concepts, ideas, designs, research or development information, processes, procedures, techniques, formulae technical information, specifications, methods, know-how, data, discoveries, and inventions (but excluding any Patents or Copyrights therein).

“Trademarks” means any trademarks, service marks, trade dress, trade names, brand 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 Holdings Ordinary Shares are actually traded on the NYSE (or the exchange on which Holdings Ordinary Shares are then listed).

“Treasury Regulations” means the regulations (including temporary and proposed) promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Triggering Event I” means if at any time during the Earnout Period, the daily VWAP of the Holdings Ordinary Shares during such period is equal to or exceeds $14.00 per share for any 20 Trading Days (which may or may not be consecutive) during a 30 consecutive Trading Day period.

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“Triggering Event II” means if at any time during the Earnout Period, the daily VWAP of the Holdings Ordinary Shares during such period is equal to or exceeds $16.00 per share for any 20 Trading Days (which may or may not be consecutive) during a 30 consecutive Trading Day period.

“Triggering Events” means, collectively, Triggering Event I and Triggering Event II.

“Trust Account” means the trust account established by Purchaser for the benefit of its public shareholders 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 October 20, 2021, as it may be amended (including to accommodate the Merger), by and between Purchaser and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation, in its capacity as trustee under the Trust Agreement.

“Value Added Tax” means value added tax or any similar, replacement or additional tax chargeable in the United Kingdom.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange on which such security is then traded during normal trading hours of such exchange or market, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during normal trading hours of such market, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock or share dividend, stock split or share subdivision, stock combination or share consolidation, recapitalization or other similar transaction during such period.

14.2 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	Term	Section
A&R Holdings Charter	10.1(g)	Environmental Permits	6.19(a)
Agreement	Preamble	Export Control Laws	6.23(c)
Antitrust Laws	8.11(b)	Extension	8.3(a)
Authorization Notice	1.10(c)	FCPA	4.17(a)
Business Combination	12.1	Federal Securities Laws	8.9
Closing Cash	8.19(b)	Holdings	Preamble
Closing Filing	8.15(b)	Holdings Board	Recitals
Closing Press Release	8.15(b)	Holdings Equity Incentive Plan	8.22
Company	Preamble	Holdings Nominee	Recitals
Company Benefit Plan	6.18(a)	Holdings Nominee Share Surrender	1.11
Company Board	Recitals	Intended Tax Treatment	1.14
Company Certificate	2.3(a)(ii)	Interim Period	8.1(a)
Company Collective Bargaining Agreement	6.17(a)	Joinder	8.2(c)
Company D&O Tail Insurance	8.18(c)	Key Company Shareholders	Recitals
Company Disclosure Schedules	Article VI	Latham	13.17(a)
Company Financial Statements	6.7(a)	Legal Restraint	10.1(c)
Company Material Contract	6.12(a)	Lock-Up Agreement	8.21
Company Permits	6.10	Merger	Recitals
Company Real Property Leases	6.15	Merger Closing	3.1
Company Registered IP	6.13(a)	Merger Closing Date	3.1
Company Shareholder Consideration	2.2(a)	Merger Effective Time	1.2
Company Shareholders	Preamble	Merger Sub	Preamble
Company Shareholders Representative	13.15(a)	New Registration Rights Agreement	8.20
Company Shareholders Representative	Preamble	Nonparty Affiliates	13.14
Confidentiality Agreement	8.1(c)	OFAC	4.17(c)
Contracting Parties	13.14	Outside Date	11.1(b)
Cravath	13.17(b)	Parties	Preamble
D&O Indemnified Persons	8.18(a)	Party	Preamble
Dissenting Purchaser Shareholders	1.10(a)	PIPE Investment	Recitals
Dissenting Purchaser Shares	1.10(a)	PIPE Investors	Recitals
DTC	1.11	Plan of Merger	1.1
Earnout Shares	2.5(a)	Proxy Statement	8.14(a)
Enforceability Exceptions	4.2	Purchaser	Preamble

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Purchaser Board	Recitals
Purchaser D&O Tail Insurance	8.18(b)
Purchaser Disclosure Schedules	Article IV
Purchaser Financials	4.6(c)
Purchaser Material Contract	4.13(a)
Purchaser Permits	4.9
Purchaser Recommendation	4.2
Purchaser Representative	13.16(a)
Purchaser Representative	13.16(c)
Purchaser Shareholders	Recitals
Registration Statement	8.14(a)
Related Person	6.20
Required Shareholder Approval	10.1(b)
Sanctioned Country	4.17(c)
Sanctioned Person	6.23(c)
Sanctions	4.17(c)
SEC Reports	4.6(a)
Second Extension Payment	8.23(a)
Share Acquisition	Recitals
Share Acquisition Closing	3.1
Share Acquisition Closing Date	3.1
Shareholder Approval Matters	8.14(a)
Signing Filing	8.15(b)
Signing Press Release	8.15(b)
Special Shareholder Meeting	8.14(a)
Sponsor	Preamble
Sponsor Support Agreement	Recitals
STFs	2.3(a)(i)
Subscription Agreements	Recitals
Surviving Company	1.1
Transactions	Recitals
Transfer Agent	1.11
Transfer Taxes	8.13(c)
Trust Account Released Claims	12.1
Unit Separation	1.6(a)
Warrant Assumption Agreement	8.25
Written Objection	1.10(c)

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Schedule 1

Company Shareholders

[Signature Pages Follow]

IN WITNESS WHEREOF, the following Parties have caused this Agreement to be duly executed as of the date first above written.

Purchaser:
GOGREEN INVESTMENTS CORPORATION
By:	/s/ John Dowd
Name:	John Dowd
Title:	Chief Executive Officer and Chairman

[Signature Page to the Business Combination Agreement]

Merger Sub:
AQUA MERGER SUB
By:	/s/ John Dowd
Name:	John Dowd
Title:	Director

[Signature Page to the Business Combination Agreement]

Holdings:
LIFEZONE METALS LIMITED
By:	/s/ Robert Burton
Name:	Robert Burton
Title:	Authorized Person

[Signature Page to the Business Combination Agreement]

Company:
LIFEZONE HOLDINGS LTD
By:	/s/ Robert Burton
Name:	Park Limited
Title:	Director

[Signature Page to the Business Combination Agreement]

solely in its capacity as the Purchaser Representative and for purposes of Section 8.23:
GOGREEN SPONSOR 1 LP
By:	/s/ John Dowd
Name:	John Dowd
Title:	Managing Member

[Signature Page to the Business Combination Agreement]

solely in his capacity as the Company Shareholders Representative:
Keith Liddell
By:	/s/ Keith Liddell
Name:	Keith Liddell

[Signature Page to the Business Combination Agreement]

Company Shareholder:
By:	/s/ Company Shareholders
Name:	[●]

[Signature Page to the Business Combination Agreement]

Exhibit A

Sponsor Support Agreement

[Exhibit A]

Exhibit B

Form of Plan of Merger

[Exhibit B]

Exhibit C

Form of Holdings Nominee Share Surrender

[Exhibit C]

Exhibit D

Form of Joinder

[Exhibit D]

Exhibit E

Form of New Registration Rights Agreement

[Exhibit E]

Exhibit F-1

Form of Lock-Up Agreement (Key Company Shareholders)

[Exhibit F-1]

Exhibit F-2

Form of Lock-Up Agreement (Sponsor)

[Exhibit F-2]

Exhibit G

Form of Warrant Assumption Agreement

[Exhibit G]

Exhibit H

Form of A&R Holdings Charter

[Exhibit H]

EX-10.1

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of December 13, 2022, by and among GoGreen Sponsor 1 LP, a Delaware limited partnership (collectively with its heirs, successors and assigns, the “Sponsor”), GoGreen Investments Corporation, a Cayman Islands exempted company (“Purchaser”), Lifezone Holdings Ltd, an Isle of Man company (the “Company”), and Lifezone Metals Limited, an Isle of Man company (“Holdings”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of certain of (i) Purchaser’s Class A ordinary shares, par value $0.0001 per share (“Purchaser Class A Ordinary Shares”), (ii) Purchaser’s Class B ordinary shares, par value $0.0001 per share (the “Purchaser Class B Ordinary Shares” and, together with the Purchaser Class A Ordinary Shares, the “Purchaser Ordinary Shares”), and (iii) warrants exercisable for Purchaser Ordinary Shares, in each case, as set forth on Schedule I attached hereto (all such securities or other equity securities, together with any shares of Purchaser’s capital stock or other equity securities of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by Sponsor during the period from the date hereof through the Expiration Time (as defined below) are referred to herein as the “Subject Securities”);

WHEREAS, contemporaneously with the execution and delivery of this Sponsor Agreement, Purchaser, Sponsor, solely in its capacity as the Purchase Representative, the Company, Holdings, Aqua Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Keith Liddell, solely in his capacity as the Company Shareholders Representative (in such capacity, the “Company Shareholders Representative”), and those shareholders of the Company whose details are set forth in Schedule 1 thereto (the “Company Shareholders”), have entered into a Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other transactions, Merger Sub will be merged with and into Purchaser (the “Merger”), with Merger Sub continuing on as the surviving entity as a wholly owned subsidiary of Holdings and Holdings will acquire all of the issued and outstanding shares of the Company, with the Company becoming a wholly owned subsidiary of Holdings, subject to and on the terms and conditions set forth therein;

WHEREAS, Section 17.2 of the Purchaser’s Amended and Restated Memorandum and Articles of Association, adopted by special resolution dated June 29, 2021 and effective on October 20, 2021 (the “Purchaser Charter”), provides that each Purchaser Class B Ordinary Share shall automatically convert into one Purchaser Class A Ordinary Share (the “Initial Conversion Ratio”) on the closing of the Business Combination (as defined in the Purchaser Charter);

WHEREAS, Section 17.3 of the Purchaser Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of Purchaser Ordinary Shares or Equity-linked Securities (as defined in the Purchaser Charter) are issued or deemed issued in excess of the amounts sold in Purchaser’s initial public offering of securities and related to the closing of the initial Business Combination such that the holders of the Purchaser Class B Ordinary Shares shall continue to own 20% of the issued and outstanding shares of the Purchaser Ordinary Shares;

WHEREAS, Section 17.4 of the Purchaser Charter provides the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Purchaser Ordinary Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Purchaser Class B Ordinary Shares then in issue consenting;

WHEREAS, Sponsor is the holder of a majority of the Purchaser Class B Ordinary Shares in issue as of the date hereof; and

WHEREAS, as an inducement to Purchaser and the Company to enter into the Business Combination Agreement and to consummate the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valid consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I

SPONSOR SUPPORT AGREEMENT; COVENANTS

Section 1.1 Interim Period Lock-Up Provisions. During the period commencing on the date hereof and ending on the earliest of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be validly terminated in accordance with Section 11.1 thereof (the earlier of (a) and (b), the “Expiration Time”), Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in each case, directly or indirectly, with respect to any Subject Securities (or Holdings Ordinary Shares received as consideration thereof) owned by Sponsor, (ii) file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement and any resale registration statement filed by Holdings relating to Holdings Ordinary Shares), (iii) deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Sponsor Agreement or otherwise transfer any voting or approval rights with respect to the Subject Securities, (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities (or Holdings Ordinary Shares received as consideration thereof) owned by Sponsor or (v) publicly announce any intention to effect any transaction specified in clause (i), (ii), (iii) or (iv) (clauses (i)-(v), collectively, “Transfer”).

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Section 1.2 New Shares. In the event that (a) any Subject Securities are issued to Sponsor after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Securities of, on or affecting the Subject Securities owned by Sponsor or otherwise, (b) Sponsor purchases or otherwise acquires beneficial ownership of any Subject Securities after the date of this Sponsor Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any Subject Securities after the date of this Sponsor Agreement (such Purchaser Ordinary Shares or other equity securities of Purchaser, collectively the “New Securities”), then such New Securities acquired or purchased by Sponsor shall constitute Subject Securities and be subject to the terms of this Sponsor Agreement to the same extent as if they constituted Subject Securities owned by Sponsor as of the date hereof.

Section 1.3 Waiver of Anti-Dilution Provision. Subject to, and conditioned upon, the Merger Closing and the Share Acquisition Closing, Sponsor hereby irrevocably relinquishes and waives (for itself and for its successors, heirs and assigns), and agrees not to assert or perfect, to the fullest extent permitted by Law and the Purchaser’s Organizational Documents, any and all rights Sponsor has or will have to receive Purchaser Ordinary Shares in excess of the number issuable upon conversion of the Purchaser Class B Ordinary Shares held by Sponsor in connection with the Transactions or any other adjustment or anti-dilution protections that arise in connection with the Transactions (including, for the avoidance of doubt, any rights pursuant to the Initial Conversion Ratio, the Adjustment or to conversion under Section 17 of the Purchaser Charter).

Section 1.4 Share Acquisition Closing Date Deliverables. On the Share Acquisition Closing Date, Sponsor shall deliver to the Company (a) a duly executed copy of New Registration Rights Agreement substantially in the form attached as Exhibit E to the Business Combination Agreement, (b) a duly executed copy of the Lock-Up Agreement substantially in the form attached as Exhibit F-2 to the Business Combination Agreement and (c) a duly executed copy of a termination agreement with respect to each Contract to which it is party to the extent contemplated by Section 8.26 of the Business Combination Agreement.

Section 1.5 Sponsor Agreements.

(a) At any meeting of the shareholders of Purchaser, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Purchaser is sought (including any action by written resolution), Sponsor shall (i) appear at each such meeting or otherwise cause all of its Subject Securities entitled to vote, and any other Purchaser Ordinary Shares that Sponsor has the right to vote, to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of Sponsor’s Subject Securities or Purchaser Ordinary Shares:

(i) in favor of the Shareholder Approval Matters (or any sub-matter or actions in furtherance thereof);

(ii) in favor of any proposal to adjourn or postpone the applicable meeting to a later date if and only if there are not sufficient votes for the approval of the Shareholder Approval Matters (or any sub-matter or actions in furtherance thereof) and any other matters required to be approved as set forth in the Proxy Statement on the date on which such meeting is held; and

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(iii) against any proposal, action, transaction or agreement that would or would reasonably be expected to (A) delay, postpone, impede, frustrate, prevent or nullify any provision of this Sponsor Agreement, the Business Combination Agreement, any other Ancillary Document, or the Transactions, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser, Holdings or Merger Sub under the Business Combination Agreement or any other Ancillary Document, (C) result in any of the conditions set forth in Article X of the Business Combination Agreement not being fulfilled, (D) amend the Purchaser’s Organizational Documents (including the Purchaser Charter), including any change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Purchaser, (E) result in a business combination agreement or merger (other than the Business Combination Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by, or other change to the corporate structure or business of, Purchaser or (F) result in a change in the business, management or Purchaser Board (other than in connection with the Shareholder Approval Matters).

Sponsor hereby agrees not to commit or agree to take any action inconsistent with the foregoing.

(b) Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of October 20, 2021, by and among Sponsor, Purchaser and the other parties thereto (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to Section 1 therein to not redeem any Purchaser Ordinary Shares owned by Sponsor in connection with the transactions contemplated by the Business Combination Agreement. For the avoidance of doubt, Sponsor shall not redeem, elect to redeem or tender or submit for redemption any Subject Securities (or Holdings Ordinary Shares received as consideration therefor) pursuant to or in connection with the Redemption Rights or otherwise.

(c) During the period commencing on the date hereof and ending on the Expiration Time, without the prior written consent of the Company, Sponsor shall not modify or amend any contract between or among Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any Affiliate of Sponsor (other than Purchaser or any of its subsidiaries), on the one hand, and Purchaser or any of Purchaser’s subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter Agreement.

(d) Sponsor hereby irrevocably relinquishes and waives (for itself and for its successors, heirs and assigns), and agrees not to assert or perfect, to the fullest extent permitted by Law, any dissenters’ rights for its Subject Securities in accordance with Section 238 of the Cayman Companies Act.

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Section 1.6 Further Assurances. Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Business Combination Agreement on the terms and subject to the conditions set forth therein and herein. Sponsor agrees to take any additional actions, if any, required or deemed to be practical or necessary in order for Sponsor to provide an effective grant of proxy pursuant to the Purchaser’s Charter (including the execution and delivery of such proxies, and the delivery and lodgement of such proxies) in order to consummate the transactions contemplated by this Sponsor Agreement.

Section 1.7 No Inconsistent Agreement. Sponsor hereby represents and warrants that it has not entered into, and covenants and agrees it shall not enter into, any Contract that would delay, postpone, impede, frustrate, prevent, nullify, restrict, limit or interfere with the performance of Sponsor’s obligations hereunder or make any representation and warranty contained herein untrue. Prior to the Expiration Time, Sponsor shall not liquidate or dissolve.

Section 1.8 Sponsor Earnout Shares.

(a) No Transfer of Sponsor Earnout Shares. Subject to, and conditioned upon, the Share Acquisition Closing and Section 1.9, Sponsor agrees that, effective as of immediately prior to the Share Acquisition Closing on the Share Acquisition Closing Date, 1,725,000 shares of Purchaser Ordinary Shares (the “Sponsor Earnout Shares”) held by Sponsor as of the Share Acquisition Closing Date shall be subject to the vesting provisions set forth in this Section 1.8. Sponsor agrees that it shall not Transfer any Sponsor Earnout Shares held by Sponsor prior to the date the Sponsor Earnout Shares become vested pursuant to this Section 1.8. For the avoidance of doubt, none of the provisions of this Section 1.8 through Section 1.11 with respect to the Sponsor Earnout Shares (other than Section 1.9(c)) shall be effective until immediately prior to the Share Acquisition Closing on the Share Acquisition Closing Date.

(b) Vesting of Sponsor Earnout Shares. The Sponsor Earnout Shares shall be placed in an escrow account pursuant to an escrow agreement reasonably acceptable to Sponsor and the Company on the Share Acquisition Closing Date and shall be subject to vesting and be released to Sponsor as follows:

(i) 862,500 of the Sponsor Earnout Shares (less any Sponsor Earnout Shares forfeited pursuant to Section 1.9) shall vest and be released to Sponsor if, during the Earnout Period, the VWAP is greater than or equal to $14.00 over any 20 Trading Days (which may or may not be consecutive) within any 30 consecutive Trading Day period; and

(ii) 862,500 of the Sponsor Earnout Shares and any Sponsor Earnout Shares forfeited pursuant to Section 1.9 shall vest and be released to Sponsor if, during the Earnout Period, the VWAP is greater than or equal to $16.00 over any 20 Trading Days (which may or may not be consecutive) within any 30 consecutive Trading Day period.

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(c) Change of Control. If, during the Earnout Period, there is a Change of Control, or a definitive Contract providing for a Change of Control is entered into during the Earnout Period and such Change of Control is ultimately consummated, even if such consummation occurs after the Earnout Period, pursuant to which Holdings or its shareholders shall receive consideration implying a value per Holdings Ordinary Share (as determined in good faith by the board of directors of Holdings) of:

(i) less than $14.00, then this Section 1.8 shall terminate and no Sponsor Earnout Shares shall vest hereunder;

(ii) greater than or equal to $14.00 but less than $16.00, then, (A) immediately prior to such Change of Control, 862,500 of the Sponsor Earnout Shares shall vest and be released to Sponsor (less any Sponsor Earnout Shares issued prior to such Change of Control pursuant to this Section 1.8) and (B) thereafter, this Section 1.8 shall terminate and no further Sponsor Earnout Shares shall vest hereunder; or

(iii) greater than or equal to $16.00, then, (A) immediately prior to such Change of Control, 1,725,000 of the Sponsor Earnout Shares shall vest and be released to Sponsor (less any Sponsor Earnout Shares that have previously vested pursuant to this Section 1.8) and (B) thereafter, this Section 1.8 shall terminate and no further Sponsor Earnout Shares shall vest hereunder.

(d) Certain Definitions.

(i) “Change of Control” means any transaction or series of transactions occurring after the Share Acquisition Closing (A) following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons, acquires direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing more than 50% of the combined voting power of the then outstanding voting securities of Holdings, (B) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (x) the members of the board of directors of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent thereof or (y) the voting securities of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into 50% or more of the combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a subsidiary, the ultimate parent thereof, or (C) the result of which is a sale of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any person.

(ii) “Earnout Period” means the time period beginning on the Share Acquisition Closing Date and ending on the five-year anniversary of the Share Acquisition Closing Date.

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(e) Equitable Adjustment. Notwithstanding the foregoing, the VWAP targets in Section 1.8(b) shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Holdings Ordinary Shares), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Holdings Ordinary Shares occurring on or after the date hereof and prior to the time any Sponsor Earnout Shares are delivered to Sponsor.

(f) Dividends and Voting. The Sponsor Earnout Shares shall be entitled to receive any distributions, whether or not in cash; provided that any cash distributions in respect of the Sponsor Earnout Shares shall be returned to Holdings upon release of the Sponsor Earnout Shares from the applicable escrow account upon the vesting of the Sponsor Earnout Shares or the forfeiture thereof. Sponsor shall not have any rights with respect to voting any Sponsor Earnout Shares until vested in accordance with Section 1.8.

(g) Cancellation. Sponsor hereby agrees to the cancellation of any of its Sponsor Earnout Shares that do not vest in accordance with the terms contained in Section 1.8(b) or Section 1.8(c), as applicable, by Holdings without any further action on the part of Sponsor.

Section 1.9 Sponsor Offset.

(a) In the event that the Available Cash Amount (as defined below) is less than $50 million (the “Minimum Cash Amount”), Sponsor shall, as of immediately prior to the Share Acquisition Closing on the Share Acquisition Closing Date, forfeit for no consideration the right to receive a number of Sponsor Earnout Shares, and, if necessary, Holdings Ordinary Shares, equal, in the aggregate, to the Offset Amount; provided that such forfeiture shall be as follows:

(i) first, from the Sponsor Earnout Shares subject to vesting pursuant to Section 1.8(b)(ii), and then from the Sponsor Earnout Shares subject to vesting pursuant to Section 1.8(b)(i), until all Sponsor Earnout Shares have been forfeited; and

(ii) thereafter, from the Purchaser Ordinary Shares; provided, that under no circumstances shall Sponsor be required to forfeit more than 1,775,000 Holdings Ordinary Shares.

For the avoidance of doubt, Sponsor shall be required to forfeit pursuant to this Section 1.9 up to a maximum of (x) 1,725,000 Sponsor Earnout Shares and (y) 1,775,000 Holdings Ordinary Shares, and no other amounts, property, assets or otherwise shall be subject to forfeiture by Sponsor pursuant to this Section 1.9.

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(b) Certain Definitions.

(i) “Available Cash Amount” means an amount equal to the (i) cash available in the Trust Account, minus (ii) any amounts required to satisfy any redemption pursuant to the Redemption Rights, plus (iii) any proceeds from the consummation of the PIPE Investment, minus (iv) the Closing Transaction Expense Amount.

(ii) “Offset Amount” means the quotient obtained by dividing (A) the lesser of (1) the difference between the Minimum Cash Amount and the Available Cash Amount and (2) $35,000,000, by (B) $10.00.

(c) Notice of Forfeiture. Sponsor must notify the Company in writing at least three Business Days prior to the proposed Merger Closing Date that in its good faith determination the Available Cash Amount is (or is expected to be, as of the proposed Merger Closing Date) less than the Minimum Cash Amount, which such notice shall specify the Sponsor’s intent to forfeit Sponsor Earnout Shares or Holdings Ordinary Shares, the calculation of the Available Cash Amount and the Offset Amount and the number of Sponsor Earnout Shares and Holdings Ordinary Shares (if any) to be so forfeited.

Section 1.10 Vesting Shares Legend.

(a) Sponsor agrees that the Sponsor Earnout Shares shall be subject to the restrictions set forth herein, including as set forth in Section 1.3.

(b) Sponsor agrees that, in connection with the Transactions, the Sponsor Earnout Shares shall, concurrently with the Share Acquisition Closing, have the Legend (as defined below) affixed to them as set forth in this Section 1.10. The restrictions set forth pursuant to this Sponsor Agreement are referred to as the “Transfer Restrictions”. Sponsor acknowledges and agrees that the Sponsor Earnout Shares shall be subject to the Transfer Restrictions until such Transfer Restrictions expire in accordance with the terms of this Sponsor Agreement.

(c) The books and records of Purchaser evidencing the Sponsor Earnout Shares shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form:

THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SPONSOR SUPPORT AGREEMENT DATED AS OF DECEMBER 13, 2022, BY AND AMONG GoGreen Sponsor 1 LP, GoGreen Investments Corporation, Lifezone Holdings Ltd, Lifezone Metals Limited AND THE OTHER PARTIES THERETO.

Section 1.11 Tax Matters. The parties to this Sponsor Agreement hereby acknowledge and agree that (A) for U.S. federal income tax purposes, (i) any issuance or deemed issuance of Sponsor Earnout Shares to the Sponsor qualifies as a tax-free reorganization under the Code and (ii) the release to Sponsor from an escrow account of any Sponsor Earnout Shares shall not be treated as resulting in any a transfer of property to Sponsor and (B) the parties shall file all tax returns consistent with this Section 1.11 and, except to the extent otherwise required by a “determination” as such term is used in Section 1313 of the Code, take no position or action inconsistent with this Section 1.11 (whether in audits, tax returns or otherwise).

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Article II

ADDITIONAL REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Sponsor. Sponsor represents and warrants as of the date hereof to Purchaser and the Company as follows:

(a) Organization; Due Authorization. Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within Sponsor’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Sponsor. This Sponsor Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms hereof (subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of Sponsor.

(b) Ownership. Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Subject Securities listed across from Sponsor’s name on Schedule 1 hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this Sponsor Agreement, (ii) the Purchaser’s Organizational Documents, (iii) the Business Combination Agreement, (iv) the Voting Letter Agreement or (v) any applicable securities Laws. The Subject Securities are the only equity securities in Purchaser owned of record or beneficially by Sponsor on the date of this Sponsor Agreement, and none of the Subject Securities held by Sponsor are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Securities, except as provided hereunder and under the Voting Letter Agreement, or any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities. Sponsor has full voting power with respect to the Subject Securities held by Sponsor. Other than the Subject Securities held by Sponsor, Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Purchaser or any equity securities convertible into, or which can be exchanged for equity securities of Purchaser. The Subject Securities held by constitute all of the Subject Securities beneficially owned by the Sponsor as of the date of this Sponsor Agreement.

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(c) No Conflicts. The execution and delivery of this Sponsor Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the Organizational Documents of Sponsor, (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Sponsor or Sponsor’s Subject Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement or (iii) conflict with or violate any material Contract to which Sponsor is party or Law.

(d) Litigation. There are no Actions pending against Sponsor, or to the knowledge of Sponsor threatened against Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, except as has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Sponsor’s ability to consummate the Transactions or perform its obligations under this Agreement or the Business Combination Agreement.

(e) Brokerage Fees. Except as described on Schedules 4.16 of the Purchaser Disclosure Schedules, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or Purchaser’s initial public offering based upon arrangements made by or on behalf of Sponsor or any of its Affiliates, for which Purchaser or any of its Affiliates may become liable.

(f) Information Supplied. None of the information supplied or to be supplied by Sponsor or its respective Affiliates and Representatives expressly for inclusion or incorporation by reference: (i) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (ii) in the Registration Statement or (iii) in the mailings or other distributions to Purchaser Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in (i) through (iii), will, when filed, made available, mailed or distributed, as the case may be, 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 are made, not misleading.

(g) Acknowledgment. Sponsor understands and acknowledges that each of Purchaser and the Company is entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this Sponsor Agreement.

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Article III

MISCELLANEOUS

Section 3.1 Termination. This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the Expiration Time and (b) the written agreement of Sponsor, Purchaser, and the Company. Upon such termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination. This Article III shall survive the termination of this Sponsor Agreement.

Section 3.2 Governing Law; Jurisdiction. The terms of Section 13.4 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.3 WAIVER OF JURY TRIAL. THE TERMS OF SECTION 13.5 OF THE BUSINESS COMBINATION AGREEMENT (WHICH FOR THE AVOIDANCE OF DOUBT CONTAIN A WAIVER OF ANY RIGHT TO A TRIAL BY JURY) SHALL APPLY TO THIS SPONSOR AGREEMENT AND ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS.

Section 3.4 Binding Effect; Assignment; Third Parties. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the Company. Any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning party of its obligations hereunder. The terms of Section 13.3 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.5 Specific Performance; Exclusive Remedy. The terms of Section 13.6 and Section 13.7 each of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.6 Amendment; Waiver. The terms of Section 13.9(a) and Section 13.10 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.7 Severability. The terms of Section 13.8 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

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Section 3.8 Notices. The terms of Section 13.1 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis, which notices hereunder addressed as follows:

If to Purchaser or Sponsor:

[***]

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

[***]

If to the Company:

[***]

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

[***]

Section 3.9 Counterparts. This Sponsor Agreement may be executed in one or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 3.10 Non-Circumvention. Each party hereto agrees that it shall not, and shall cause its Affiliates not to, indirectly accomplish that which such party is not permitted to accomplish (or take any action that such party is not permitted to take) directly under this Sponsor Agreement.

Section 3.11 Confidentiality. Sponsor agrees to be bound by and subject to Section 8.1(b) and Section 8.1(c) each of the Business Combination to the same extent such provisions apply to Purchaser, mutatis mutandis, as if Sponsor were directly a party thereto for purposes thereof.

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Section 3.12 Interpretation. The terms of Section 13.12 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.13 Consent to Disclosure. Sponsor hereby consents to the publication and disclosure in any announcement or disclosure required by applicable securities Laws, the SEC or any other securities authorities of the Sponsor’s identity and ownership of Subject Securities (or the Holdings Ordinary Shares to which they convert), the nature of the Sponsor’s obligations hereunder and the other matters set forth in the Business Combination Agreement and the Ancillary Documents, including the Transactions and the Merger.

Section 3.14 Release; No Recourse. Effective as of the Share Acquisition Closing, Sponsor hereby irrevocably releases and discharges the Company Shareholders and each other Company Affiliates and each of their respective current and former directors, managers, officers, partners and employees to the extent set forth in, and subject to the terms and conditions of, Section 12.2(a) of the Business Combination Agreement, which such terms and conditions of Section 12.2(a) of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis (with Sponsor being understood to be “Purchaser” for purposes of the incorporation of Section 12.2(a) of the Business Combination Agreement herein). The terms of Section 13.14 of the Business Combination Agreement shall apply to this Sponsor Agreement and are incorporated by reference herein mutatis mutandis.

Section 3.15 Entire Agreement. This Sponsor Agreement and the agreements referenced herein (including the Business Combination Agreement and the other Ancillary Documents) constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and, save to the extent expressly set out in this Sponsor Agreement, the Business Combination Agreement, the other Ancillary Documents or the Confidentiality Agreement, supersede all prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

[Signature pages follow.]

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IN WITNESS WHEREOF, Sponsor, Purchaser, Holdings and the Company have each caused this Sponsor Agreement to be duly executed as of the date first written above.

SPONSOR:
GOGREEN SPONSOR 1 LP
By:	/s/ John Dowd
	Name:	John Dowd
	Title:	Managing Member
PURCHASER:
GOGREEN INVESTMENTS CORPORATION
By:	/s/ John Dowd
	Name:	John Dowd
	Title:	Chief Executive Officer and Chairman
HOLDINGS:
LIFEZONE METALS LIMITED
By:	/s/ Robert Burton
	Name:	Robert Burton
	Title:	Authorized Person

[Signature Page to Sponsor Support Agreement]

COMPANY:
LIFEZONE HOLDINGS LTD
By:	/s/ Steven George Hull
	Name:	Whitebridge Limited
	Title:	Director

[Signature Page to Sponsor Support Agreement]

Schedule I

Subject Securities

Sponsor	Purchaser Class A Ordinary Shares		Purchaser Class B Ordinary Shares		Placement Warrants
GoGreen Sponsor 1 LP		1,335,000		6,900,000		667,500

[Schedule I to Sponsor Support Agreement]

EX-10.2

Exhibit 10.2

FORM OF LOCK-UP AGREEMENT
(SPONSOR)

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) [Lifezone Metals Limited], an Isle of Man company (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, GoGreen Investments Corporation, a Cayman Islands exempted company (“SPAC”), Holdings and Lifezone Holdings Limited, among others, entered into a business combination agreement, dated December 13, 2022 (the “Business Combination Agreement”), pursuant to which the parties thereto shall consummate a series of transactions, including the exchange of all of the Purchaser Ordinary Shares held by the Holder into a corresponding number of Holdings Ordinary Shares determined in accordance with the Business Combination Agreement.

WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by the Holder thereunder, Holdings and the Holder desire to enter into this Agreement, pursuant to which the Holdings Ordinary Shares to be received by the Holder pursuant to the Business Combination Agreement, including any Earnout Shares but excluding any Holdings Ordinary Shares acquired in connection with the PIPE Investment (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Subject to Section 1(b) and the other terms of this Agreement, Holder agrees that it shall not effectuate a Transfer of (i) the Phase I Lock-up Shares (as defined below) that are held by the Holder during the period commencing from the Merger Closing Date until the date that is sixty (60) days after the Share Acquisition Closing Date (the “Phase I Lock-Up Period”) or (ii) the Phase II Lock-up Securities (as defined below) that are held by the Holder during the period commencing from the Merger Closing Date until the date that is one hundred eighty (180) days after the Share Acquisition Closing Date (the “Phase II Lock-Up Period” and, together with the Phase I Lock-Up Period, each a “Lock-Up Period”). For purposes of this Agreement, (x) “Phase I Lock-up Shares” means the number of Holdings Ordinary Shares that are received by the Holder in exchange for the number of Class A ordinary shares, par value $0.0001 per share, of SPAC held by the Holder immediately prior to the Merger Effective Time and (y) “Phase II Lock-up Securities” means any Holdings Ordinary Shares and any warrants to purchase Holdings Ordinary Shares that are held by the Holder following the Merger Closing Date, other than Phase I Lock-up Shares or Holdings Ordinary Shares acquired in the PIPE Investment.

(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the Holder, or any Affiliates of the Holder, (ii) limited partners of the Holder, (iii) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (iv) in connection with the exercise any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement, (v) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, and (viii) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Ordinary Shares involving a change of control of Holdings or which results in all of the holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (i) through (viii), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities in Holdings Ordinary Shares, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement.

(c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the applicable Lock-Up Period.

(d) During the applicable Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

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(e) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Holdings with respect to the Restricted Securities during the applicable Lock-Up Period, including the right to receive dividends and the right to vote any Restricted Securities.

(f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, 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, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

(g) Effective as of the date of this Agreement, the lock-up provisions in this Section 1 shall supersede the lock-up provisions applicable to the Restricted Securities in Section 7 of that certain letter agreement, dated as of October 20, 2021, by and among the Holder, SPAC and the other parties thereto.

2. Miscellaneous.

(a) Effective Date. Section 1 of this Agreement shall become effective upon the Merger Closing on the Merger Closing Date.

(b) Termination. This Agreement shall automatically terminate on the earlier of (i) the expiration of the Lock-Up Period and (ii) the termination of the Business Combination Agreement in accordance with its terms, and, in each case thereafter, all rights and obligations of the Parties hereunder shall be of no further force or effect.

(c) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Parties. Any assignment without such consent shall be null and void; provided, that no such assignment shall relieve the assigning Party of its obligations hereunder.

(d) Third Parties. 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 or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

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(e) Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State (other than with respect to the effects of the Merger which shall be governed by the laws of the Cayman Islands). All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(f) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(f).

(g) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “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”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement 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; and (iv) the term “or” means “and/or”. 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 hereto, 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.

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(h) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other “bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt or other “bounce-back”); 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 Holdings, to:     [Lifezone Metals Limited]   [●]   Attn: [●] Email: [●] With a copy to (which shall not constitute notice):   [●] [●] Attn: [●]   Email: [●]

If to the Holder, to:

the address set forth under the Holder’s name on the

signature page hereto.

(i) Amendments and Waivers. This Agreement may be amended, supplemented, modified or waived only by execution of a written instrument signed by each of the Parties. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j) 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.

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(k) Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties further agree that each party shall be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches, or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

(l) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly superseded; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the Parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of the Parties under any other agreement between the Holder and Holdings or any certificate or instrument executed by the Holder in favor of Holdings, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of the Parties under this Agreement.

(m) Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Counterparts; Facsimile. This Agreement may be executed and delivered (including by facsimile, email 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.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holdings:

Lifezone Metals Limited

By:

Name: 

Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

Name of Holder: GoGreen Sponsor 1 LP

Signature:

Notice Information:

Address: 

Email:

[Signature Page to Lock-Up Agreement]

EX-10.3

Exhibit 10.3

FORM OF LOCK-UP AGREEMENT
[(KEY COMPANY SHAREHOLDERS)]

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] between (i) Lifezone Metals Limited, an Isle of Man company (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, GoGreen Investments Corporation, a Cayman Islands exempted company, Holdings and Lifezone Holdings Limited, among others, entered into a business combination agreement, dated December 13, 2022 (the “Business Combination Agreement”), pursuant to which the parties thereto shall consummate a series of transactions, including the sale of all of the Company Shares held by the Holder, the consideration of which will be, among other things, the issuance of a corresponding number of Holdings Ordinary Shares determined in accordance with the Business Combination Agreement.

WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by the Holder thereunder, Holdings and the Holder desire to enter into this Agreement, pursuant to which the Holdings Ordinary Shares to be received by the Holder pursuant to the Business Combination Agreement, including any Earnout Shares but excluding any Holdings Ordinary Shares acquired in connection with the PIPE Investment (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Subject to Section 1(b) and the other terms of this Agreement, Holder agrees that it shall not effectuate a Transfer of the Restricted Securities that are held by the Holder during the period commencing from the Share Acquisition Closing Date until the date that is one hundred eighty (180) days after the Share Acquisition Closing Date (the “Lock-Up Period”); [provided, that, the Holder shall be permitted at any time to Transfer or sell a number of Restricted Securities solely to the extent that the proceeds from such sale shall be used to satisfy the Holder’s tax obligations in respect of (i) Holding Ordinary Shares received by the Holder, (ii) the exercise of any Company Options or settlement of any Company RSUs, including the payment or reimbursement of any exercise or call price related thereto and the payment or reimbursement of any tax obligations related thereto or (iii) the other Transactions contemplated by the Business Combination Agreement (including Sections 2.4 and 2.5 thereof)]¹.

¹ Note to Form: Exception to be included only for certain Key Company Shareholders.

(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the Holder, or any Affiliates of the Holder, (ii) to shareholders or limited partners of the Holder, or, in the case of a Holder which is a limited liability partnership, its members, (iii) in the case of an individual, by gift to a member of the Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is one or more member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual, (v) in the case of an individual, pursuant to a qualified domestic relations order or in connection with a divorce settlement, (vi) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, (xi) [upon the occurrence of a Compliance Event, in which case, the Holder shall at any time be entitled to Transfer all or a portion of their Restricted Securities]², and [(xii)] in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Ordinary Shares involving a change of control of Holdings or which results in all of the holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (i) through (xi[i]), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities in Holdings Ordinary Shares, such dividends will also be Restricted Securities subject to the terms of Section 1(a) of this Agreement.

(c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period.

(d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Restricted Securities.

² Note to Form: Compliance Event exception to be included only for certain Key Company Shareholders.

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(f) [For the purposes of this Section, “Anti-Corruption Laws” shall mean (i) for all parties, the law relating to combating bribery and corruption of Tanzania, the Foreign Corrupt Practices Act of the United States of America, the UK Bribery Act 2010, the Criminal Code Act 1995 (Cth) of Australia or the principles of the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and (ii) for each of the parties, the law relating to combating bribery and corruption in the countries of each such party’s place of incorporation, principal place of business or place of registration as an issuer of securities, or in the countries of each such party’s ultimate parent company’s place of incorporation, principal place of business or place of registration as an issuer of securities.

(g) For the purposes of this section, a “Compliance Event” shall mean (i) the transfer of Restricted Shares to any Restricted Person; (ii) the Holder becoming a Restricted Person, (iii) any court of competent jurisdiction or arbitral tribunal determining that the Holder has violated any applicable Anti-Corruption Laws, Sanctions Laws or anti-money laundering or counter-terrorism financing laws; and (iv) any settlement or compromise by the Holder or any (with or without admission of liability) of any claim or allegation by a Governmental Authority that a Holder has breached any applicable Anti-Corruption Laws, Sanctions Laws or anti-money laundering or counter-terrorism financing laws (including entry into of any deferred prosecution agreement or non-prosecution agreement in respect of any such claim/allegation).

(h) For the purposes of this Section, “Governmental Authority” shall mean any competition, antitrust, anti-corruption, sanctions, anti-money laundering, counter-terrorism financing, foreign investment, national, supranational or supervisory or other government, governmental (whether trade, administrative, statutory or regulatory) bodies, agencies, commissions or authorities or any courts, tribunals, arbitral or judicial bodies, including any tax authorities and any governmental department.

(i) For the purposes of this Section, “Restricted Person” shall mean (i) a person whose personal or business reputation or dealings are such as would make them unacceptable as a business partner to the Holder (acting reasonably and in good faith); (ii) a Sanctioned Party; or (iii) a person who is in actual or is reasonably likely to become in imminent breach of applicable Anti-Corruption Laws or Sanctions Laws.

(j) For the purposes of this Section, “Sanctions Laws” shall mean any sanctions, export control, or import laws, or other regulations, orders, directives, designations, licenses, or decisions relating to the trade of goods, technology, software and services which are imposed, administered or enforced from time to time by Australia, the United States, the United Kingdom, the EU, any of the EU Member States, Switzerland, the United Nations or United Nations Security Council (including any department or office established by any of the foregoing) and also includes U.S. anti-boycott laws and regulations.

(k) For the purposes of this Section, “Sanctioned Party” shall mean (i) any person, entity or government that is designated for export controls or sanctions restrictions under any Sanctions Laws, including but not limited to, those designated on an affirmative list of sanctions targets such as the U.S. List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Entity List, Denied Persons List, Debarred List, Australia’s Consolidated List, the UK Consolidated List and the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions; (ii) a government agency of, an entity owned or controlled by the government of, or entity incorporated under the laws of or a resident of a country or territory against which comprehensive sanctions are imposed, administered or enforced from time-to-time including, as of the date of this Agreement, Iran, Cuba, Syria, North Korea and the regions of Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic of Ukraine; or (iii) any entity fifty per cent (50%) or more owned by an entity which is controlled, directly or indirectly, by one or more of the persons or entities in sub-paragraph (i) or (ii) of this definition.]³

³ Note to Form: Definitions to be include only for Key Company Shareholders for which the Compliance Event exception applies.

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(l) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, 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, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

2. Miscellaneous.

(a) Effective Date. Section 1 of this Agreement shall become effective upon the Share Acquisition Closing on the Share Acquisition Closing Date.

(b) Termination. This Agreement shall automatically terminate on the earlier of (i) the expiration of the Lock-Up Period and (ii) the termination of the Business Combination Agreement in accordance with its terms, and, in each case thereafter, all rights and obligations of the Parties hereunder shall be of no further force or effect.

(c) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Parties. Any assignment without such consent shall be null and void; provided, that no such assignment shall relieve the assigning Party of its obligations hereunder.

(d) Third Parties. 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 or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts to be performed in that State (other than with respect to the effects of the Merger which shall be governed by the laws of the Cayman Islands). All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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(f) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .

(g) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “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”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement 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; and (iv) the term “or” means “and/or”. 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 hereto, 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.

(h) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other “bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt or other “bounce-back”); 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 Holdings, to: [Lifezone Metals Limited] [●] Attn: [●] Email: [●]	With a copy to (which shall not constitute notice): [●] [●] Attn: [●] Email: [●]
If to the Holder, to: the address set forth under the Holder’s name on the signature page hereto.

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(i) Amendments and Waivers. This Agreement may be amended, supplemented, modified or waived only by execution of a written instrument signed by each of the Parties. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j) 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.

(k) Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties further agree that each party shall be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches, or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

(l) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly superseded; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the Parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of the Parties under any other agreement between the Holder and Holdings or any certificate or instrument executed by the Holder in favor of Holdings, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of the Parties under this Agreement.

(m) Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Counterparts; Facsimile. This Agreement may be executed and delivered (including by facsimile, email 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.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holdings:

Lifezone Metals Limited

By:

Name:

Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:
Name of Holder:
Signature:
Notice Information:
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[Signature Page to Lock-Up Agreement]

EX-10.4

Exhibit 10.4

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2022, by and among Lifezone Metals Limited, an Isle of Man company (the “Issuer”), GoGreen Investments Corporation, a Cayman Islands exempted company (“GOGN”), and the undersigned (“Subscriber”).

WHEREAS, the Issuer, GOGN, Lifezone Holdings Limited, an Isle of Man company (the “Company”), Aqua Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Issuer (“Merger Sub”), and the other parties named therein, will, concurrently with the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated as of the date hereof (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

WHEREAS, the parties to the Business Combination Agreement desire and intend to effect a business combination transaction whereby (a) GOGN will merge with and into Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence of GOGN shall cease and Merger Sub shall continue as the surviving entity and a wholly owned direct subsidiary of the Issuer and (ii) each issued and outstanding GOGN ordinary share immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the Per Share Merger Consideration (as defined in the Business Combination Agreement), and (b) on the day immediately after the effective time of the Merger, Company shareholders will transfer all of the outstanding Company ordinary shares to the Issuer, the consideration for which will be (i) the issuance of new Issuer Shares (as defined herein) by the Issuer and (ii) the issuance of certain other Issuer Shares, in each case on the terms and subject to the conditions set forth in the Business Combination Agreement pursuant to and as described in the Business Combination Agreement, the result of which being the Issuer will acquire all of the issued and outstanding ordinary shares of the Company, with the Company becoming a wholly owned subsidiary of the Issuer (the “Business Combination”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement (the Merger and the Business Combination, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, as a result of and following the Transactions, (a) the Issuer will be a public company whose ordinary shares and warrants are anticipated to be listed on the New York Stock Exchange and (b) (i) GOGN’s ordinary shares and warrants will be converted into ordinary shares of the Issuer, par value $0.0001 per share (the “Issuer Shares”), and warrants, respectively, (ii) the GOGN units, ordinary shares and warrants will be delisted from the New York Stock Exchange and (iii) GOGN will be deregistered under the Exchange Act (as defined herein);

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of Issuer Shares set forth on Subscriber’s signature page hereto (the “Shares”) for a purchase price of $10.00 per share (the “Per Share Purchase Price”), for the aggregate purchase price set forth on Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to, at the Closing Date (as defined below), issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein; and

WHEREAS, in connection with the Transactions, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”)) satisfying the applicable requirements set forth on Schedule I or certain other “accredited investors” within the meaning of Rule 501(a)(4)-(6) and (8) of Regulation D (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements with the Issuer on the date hereof (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase Issuer Shares on the Closing Date (as defined below) at the same Per Share Purchase Price as Subscriber, and the aggregate amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, of at least 5,000,000 Issuer Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the “Subscription”).

2. Representations, Warranties, and Agreements.

2.1 Subscriber’s Representations, Warranties, and Agreements. To induce the Issuer to issue the Shares to Subscriber at the Closing, Subscriber hereby represents and warrants to the Issuer and GOGN and acknowledges and agrees with the Issuer and GOGN as follows:

2.1.1 Subscriber has been duly formed or incorporated and is validly existing and in good standing (or such equivalent concept to the extent it exists under the laws of the jurisdiction of incorporation or formation) under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver, and perform its obligations under this Subscription Agreement.

2.1.2 This Subscription Agreement (including the transactions contemplated herein) has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer and GOGN, this Subscription Agreement is the valid and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.1.3 The execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement, including the purchase of the Shares and the consummation of the other transactions contemplated herein (i) are fully consistent with Subscriber’s financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber and (iii) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares.

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2.1.4 The execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement, including the purchase of the Shares and the consummation of the other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Subscriber, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which Subscriber is a party, or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of, or prevents, impairs, delays or impedes the legal authority of, Subscriber to enter into and timely perform in any material respect its obligations under this Subscription Agreement (a “Subscriber Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

2.1.5 Subscriber is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement.

2.1.6 Subscriber is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule I attached hereto, (ii) an “institutional account” as defined in FINRA Rule 4512(c) (and accordingly, Subscriber is aware that this offering of the Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J)), (iii) if resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”), (iv) if resident in the United Kingdom, is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), (v) acquiring the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited investor” and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties, and agreements herein on behalf of each owner of each such account, and (vi) not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other jurisdiction (and shall provide the requested information on Schedule I attached hereto, where such information provided shall be accurate and complete in all material respects). Subscriber is not an entity formed for the specific purpose of acquiring the Shares.

2.1.7 Subscriber is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluating its participation in the purchase of the Shares.

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2.1.8 Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, or any “offer of securities to the public” within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation, and that the Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. Subscriber understands that the Shares may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act and will not be immediately eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or transfer of any of the Shares. By making the representations herein, Subscriber does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

2.1.9 Subscriber understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, GOGN, the Company, BTIG, LLC (“BTIG”), Sprott Capital Partners LP (“Sprott”) (BTIG and Sprott each, a “Placement Agent” and, together, the “Placement Agents”), or any of their respective affiliates or control persons, officers, directors, employees, agents, partners or representatives of any of the foregoing or any other person or entity (such persons, together with the Placement Agents, the “Non-Party Affiliates”), expressly or by implication, other than those representations, warranties, covenants, and agreements of GOGN and the Issuer expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those made by GOGN and the Issuer expressly set forth in this Subscription Agreement.

2.1.10 Subscriber represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose of or otherwise transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.

2.1.11 Subscriber represents and warrants that either (i) it is not a Benefit Plan Investor, as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable Similar Law (as defined below).

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2.1.12 In making its decision to subscribe for and purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and each of the Issuer’s and GOGN’s representations, warranties and agreements in Section 2.2 and Section 2.3 hereof, respectively. Without limiting the generality of the foregoing, Subscriber has not relied on and disclaims reliance on any statements or other information provided by any Non-Party Affiliate concerning the Issuer, GOGN, the Company or the Shares, the offer and sale of the Shares, the Transactions or the other transactions contemplated by this Subscription Agreement. Subscriber acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review and understand such financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, including with respect to the Issuer, GOGN, the Company, the offer and sale of the Shares, the Transactions or the other transactions contemplated by the Subscription Agreement and has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has had an opportunity to review the documents made available to Subscriber by GOGN and the Company, including the Investor Presentation dated December 2022 (the “Disclosure Package”), provided by GOGN and the Company and any such documents available on the Securities and Exchange Commission’s (the “Commission”) EDGAR system. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers, and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary, without reliance on the Placement Agents, to make an investment decision with respect to the Shares and conducted and completed their own independent diligence concerning the Issuer, GOGN, the Company, the Shares, the offer and sale of the Shares, the Transactions and the other transactions contemplated by this Subscription Agreement. Based upon such information as Subscriber has deemed appropriate, Subscriber has independently made its own analysis and decision to subscribe for and purchase the Shares and enter into the transactions contemplated herein. Except for the representations, warranties and agreements of the Issuer and GOGN expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Issuer, GOGN, the Company or the Shares, the offer and sale of the Shares, the Transactions or the other transactions contemplated by this Subscription Agreement.

2.1.13 Subscriber acknowledges that neither the Placement Agents nor any of their affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing (collectively, “Representatives”) have made any independent investigation with respect to the Issuer, GOGN, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer, GOGN or the Company or any of their respective subsidiaries or affiliates. However, neither any such inquiries, nor any due diligence investigation conducted by Subscriber or any of Subscriber’s professional advisors nor anything else contained herein, shall modify, limit or otherwise affect Subscriber’s right to rely on the Issuer’s or GOGN’s representations, warranties, covenants and agreements contained in this Subscription Agreement. Subscriber acknowledges that (i) it has not relied on any statements or other information provided by the Placement Agents or any of the Placement Agents’ affiliates with respect to their decision to invest in the Shares, including information related to the Issuer, the Company, the Shares and the offer and sale of the Shares and (ii) neither the Placement Agents nor any of their affiliates have prepared any disclosure or offering document in connection with the offer and sale of the Shares.

2.1.14 Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the one hand, and the Issuer, GOGN or their respective representatives (including the Placement Agents), on the other hand. The Shares were offered to Subscriber solely by such direct contact. Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Shares (i) were not offered to it by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, and (ii) are not being offered to it in a manner involving a public offering under, or, to its knowledge, in a distribution in violation of, the Securities Act or any other applicable securities laws.

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2.1.15 Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the GOGN SEC Documents (as defined below). Subscriber is a sophisticated institutional investor, is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of the Company, the Issuer, GOGN or any of their respective agents (including the Placement Agents) or affiliates, have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription Agreement. Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets the institutional customer exemption under FINRA Rule 2111(b).

2.1.16 Subscriber represents and acknowledges that Subscriber, alone, or together with its professional advisor(s), if any, has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.

2.1.17 Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of an investment in the Shares.

2.1.18 Neither Subscriber nor any of its directors, officers, employees or other persons acting on behalf of Subscriber for the purposes of this Subscription Agreement is (i) a person or entity named on any sanctions list maintained by (A) the U.S. Department of the Treasury’s Office of Foreign Assets Control, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, (B) the European Union, (C) the United Nations Security Council, (D) the government of the United Kingdom, including HM Treasury, or (E) any individual European Union member state (clauses (A)-(E), collectively, “Sanctions Bodies” and the sanctions lists maintained by the Sanctions Bodies, the “Sanctions Lists”), (ii) 50% or more owned or controlled by, or acting on behalf of, a person, that is named on a list maintained by any Sanctions Body, (iii) organized, incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to substantial trade restrictions by any Sanctions Body, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”). Subscriber represents that, if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, as amended (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent that Subscriber is not a natural person, it maintains policies and procedures reasonably designed to ensure compliance with sanctions programs administered by the United States, United Nations, European Union, or any individual European Union member state, the United Kingdom or any other relevant governmental authority, including for the screening of its investors against the any lists maintained by a Sanctions Body. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Subscriber.

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2.1.19 If Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with the ERISA Plans, the “Plans”), then Subscriber represents and warrants that none of the Issuer, the Company, GOGN or any of their respective affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the Plan’s fiduciary with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision to acquire and hold the Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with Subscriber’s investment in the Shares.

2.1.20 Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

2.1.21 Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at Subscriber’s direction or pursuant to any understanding with Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, of the Issuer Shares or the Shares until the consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms).

2.1.22 To Subscriber’s knowledge, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result of the purchase by Subscriber and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.

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2.1.23 Subscriber has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 1 will have, sufficient immediately available funds to pay the Purchase Price pursuant to Section 1. Subscriber is an entity having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 1.

2.1.24 Subscriber hereby acknowledges and agrees that (i) the Placement Agents are acting solely as placement agents in connection with the Subscription and are not acting as an underwriter or in any other capacity and are not and shall not be construed as fiduciaries or financial advisors for Subscriber in connection with the Transactions, (ii) neither the Placement Agents nor any of their Representatives have made nor will make any representation or warranty, whether express or implied, of any kind or character to Subscriber and have not provided any advice or recommendation to Subscriber in connection with the Transactions, (iii) neither the Placement Agents nor any of their Representatives will have any responsibility to Subscriber with respect to (A) any representations, warranties or agreements made by any person or entity to Subscriber under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning, the Issuer, the Company, GOGN or the Transactions, (iv) the Placement Agents shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber, the Company or any other person or entity), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the Transactions, in each case, absent, as fully adjudicated by a court of competent jurisdiction, the Placement Agents’ bad faith, fraud, willful misconduct or gross negligence; and (v) each Placement Agent is also acting as a financial advisor to GOGN, and may receive fees both for their services as a Placement Agent and for their financial advisory services to GOGN.

2.1.25 Neither the Placement Agents nor any of their Representatives have made any independent investigation with respect to the Issuer, the Company, GOGN or any of their respective subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer, the Company or GOGN or any of their respective subsidiaries or affiliates.

2.1.26 No broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, GOGN, the Company or any of their respective subsidiaries.

2.1.27 Subscriber acknowledges that certain information provided by the Issuer, the Company and GOGN was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections. Subscriber acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information and projections. Subscriber further acknowledges that the information provided to Subscriber was preliminary and subject to change, including in the registration statement and the proxy statement/prospectus that GOGN and the Issuer intend to file with the Commission (which will include substantial additional information about the Company and the Transactions and will update and supersede the information previously provided to Subscriber).

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2.1.28 Subscriber acknowledges that (i) the Issuer, the Company, GOGN and the Placement Agents currently have, and later may come into possession of, information regarding the Issuer, the Company and GOGN that is not known to Subscriber and that may be material to enter into this Subscription Agreement (“Excluded Information”), and (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information.

2.1.29 Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Issuer and GOGN.

2.1.30 Subscriber agrees that none of (i) the Other Subscribers pursuant to the Other Subscription Agreements entered into in connection with the offer and sale of Issuer Shares (including the controlling persons, members, officers, directors, partners, agents or employees of any such Other Subscribers) (ii) the Non-Party Affiliates, or (iii) any party to the Business Combination Agreement (other than the Issuer and GOGN), including any such party’s representatives, affiliates or any of its or their control persons, officers, directors or employees, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

2.1.31 If Subscriber is located in the United Kingdom or a member state of the European Economic Area, it represents and warrants that it is a qualified investor (within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”).

2.1.32 If Subscriber is located in Australia, Subscriber represents and warrants that it is a person who falls within an exempt offer category in section 708 of the Australian Corporations Act 2001 (Cth) (including “sophisticated investors” or “professional investors” within the meaning of section 708(8) and 708(11) respectively of the Australian Corporations Act 2001 (Cth)).

2.1.33 If Subscriber is located in the United Kingdom, Subscriber represents and warrants that it is either (i) a person who is an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) a high net worth company, unincorporated association or other body falling within Article 49(2)(a) to (d) of the Order; or (iii) a person to whom the Issuer Shares may otherwise be lawfully communicated.

2.2 Issuer’s Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares at the Closing, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

2.2.1 The Issuer is a newly-formed entity which is duly incorporated, validly existing and in good standing (or such equivalent concept to the extent it exists under the laws of Isle of Man) under the laws of the Isle of Man, with corporate power and authority to own, lease, and operate its properties and conduct its business as presently conducted in all material respects and to enter into, deliver, and perform its obligations under this Subscription Agreement in all material respects.

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2.2.2 The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance with the terms of this Subscription Agreement and registered on the Issuer’s register of members, the Shares will be validly issued, fully paid, and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s articles of association or under the Isle of Man Companies Act 2006, as amended, under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or otherwise.

2.2.3 This Subscription Agreement (including the transactions contemplated herein) has been duly authorized and validly executed and delivered by the Issuer and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and GOGN, is the valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.2.4 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, the execution and delivery of this Subscription Agreement by the Issuer and the performance by the Issuer of its obligations under this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), issuance and sale of the Shares, and the consummation of the other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Issuer, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of the Issuer and its subsidiaries (after giving effect to the Transactions), taken as a whole, or prevents, impairs, delays or impedes the legal authority of the Issuer to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or properties that would reasonably be expected to have an Issuer Material Adverse Effect.

2.2.5 Except as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares, (ii) the Issuer Shares to be issued pursuant to any Other Subscription Agreement or (iii) the Issuer Shares to be issued pursuant to the Transactions, in each case, that have not been or will not be validly waived on or prior to the Closing Date.

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2.2.6 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Section 2.1 and 2.3 of this Subscription Agreement, respectively, the Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, laws, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect. The Issuer is in compliance with all applicable laws, except where such non-compliance would not have an Issuer Material Adverse Effect. The Issuer has not received any written or, to its knowledge, other communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

2.2.7 As of the date of this Subscription Agreement, the issued share capital of the Issuer consists of one ordinary share of a par value of $0.0001, and such share is duly authorized and validly issued, and is not subject to preemptive rights or encumbrances. As of the date of this Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence and pursuant to the Other Subscription Agreements, the Business Combination Agreement and the transactions contemplated thereby, there are no outstanding (1) shares, equity interests or voting securities of the Issuer, (2) securities of the Issuer convertible into or exchangeable for shares or other equity interests or voting securities of the Issuer, or (3) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Issuer to acquire from any individual, entity or other person, and no obligation of the Issuer to issue, any shares or other equity interests or voting securities of the Issuer (collectively, the “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests. There are no shareholder agreements, voting trusts or other agreements to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by this Subscription Agreement, the Business Combination Agreement and the transactions contemplated thereby.

2.2.8 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the Commission of the Registration Statement (as defined below), (ii) filings required by applicable securities laws, (iii) filings required by the New York Stock Exchange (the “NYSE”), and (iv) where the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

2.2.9 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement.

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2.2.10 Except for such matters as have not had or would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against the Issuer or the Company, or, to the knowledge of the Issuer, threatened against the Issuer or the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer or, to the knowledge of the Issuer, the Company.

2.2.11 The Issuer is not, and immediately after receipt of payment for the Shares will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2.12 Other than the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of the Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

2.2.13 Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).

2.2.14 In the last five (5) years, none of the Issuer, the Company or, to the Issuer’s knowledge, any of their respective representatives, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns in violation of applicable laws or otherwise violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Isle of Man Bribery Act 2013 or any other local or foreign anti-corruption or bribery law, or (iii) made any other unlawful payment. In the last five (5) years, none of the Issuer, the Company or, to the Issuer’s knowledge, any of their respective representatives has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder any of the Issuer or the Company or assist any of the Issuer or the Company in connection with any actual or proposed transaction. None of the Issuer, the Company or any of their respective representatives will use any proceeds from the sale of the Shares for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity. In the last five (5) years, the operations of each of the Issuer and the Company are and have been conducted at all times in compliance in all material respects 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 federal, state, local, foreign or other governmental, quasi-governmental, regulatory 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 (“Governmental Authority”) that have jurisdiction over the Issuer or the Company. Neither the Issuer nor, to the Issuer’s knowledge, the Company nor any of their respective directors or officers, or any other representative acting on behalf of each of them, is currently (i) identified on any Sanctions Lists, (ii) organized, resident, or located in, or a national of any of the comprehensively sanctioned countries (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each, a “Sanctioned Country”), or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and neither the Issuer nor, to the Issuer’s knowledge, the Company, has directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any subsidiary, joint venture partner or other person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any person currently subject to, or otherwise in violation of, any sanctions administered by OFAC or the U.S. Department of State or other applicable Governmental Authority in the last five (5) years. In the last five (5) years, none of the Issuer, or, to the Issuer’s knowledge, its directors, officers or any other representative acting on behalf of the Issuer, or, to the Issuer’s knowledge, the Company or any of its directors, officers or any other representative acting on behalf of the Company, has engaged in any conduct, activity, or practice that would constitute a violation of any applicable sanctions laws administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority. No Action (as defined in the Business Combination Agreement) involving the Issuer, or, to the Issuer’s knowledge, the Company or any of their respective officers, directors or shareholders with respect to the any of the foregoing is pending or, to the Issuer’s knowledge, threatened. No officer, director or shareholder of the Issuer or, to the Issuer’s knowledge, the Company, is a Public Official. For purposes of this Agreement, “Public Official” means any official or employee of a government or government-owned or controlled entity, or any person acting in an official capacity for or on behalf of any of the foregoing, or an official, agent, officer, employee or representative or any person acting in an official capacity on behalf of a national, supranational, regional or local authority, an agency, department or instrumentality of a government, a judicial body, a public international organization, a political party, or an entity or enterprise with any level of government or state ownership or control, or any political party or party official or candidate for political office and any member of any royal or ruling family.

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2.2.15 The Issuer has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Issuer have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

2.2.16 The Issuer acknowledges that there have been no, and in issuing the Shares the Issuer is not relying on any, representations, warranties, covenants and agreements made to the Issuer by Subscriber, any of its officers, directors or representatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription Agreement.

2.2.17 Upon consummation of the Transactions, the Issuer Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on the NYSE, and the Shares will be approved for listing on the NYSE, subject to official notice of issuance. Immediately following the Closing, the Issuer will comply with the continued listing standards of the NYSE. There is no suit, action, proceeding, or investigation pending or, to the knowledge of Issuer, threatened against Issuer by NYSE or the Commission to prohibit or prejudice the listing of the Issuer Shares on NYSE or the registration of the Issuer Shares under the Exchange Act.

2.2.18 A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer on or prior to the Closing Date (the “Issuer SEC Documents”) is available to the Subscriber via the Commission’s EDGAR system. The Registration Statement (as defined in the Business Combination Agreement), when declared effective by the Commission, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The description of the Company to be included in the Proxy Statement (as defined in the Business Combination Agreement) shall not be materially inconsistent with the information included in the Disclosure Package.

2.2.19 As on the date of this Subscription Agreement, the Issuer has not entered into any subscription agreement, side letter or similar agreement or understanding with any Other Subscriber or any other investor relating to such Other Subscriber’s or other investor’s direct or indirect investment in the Issuer, other than the Business Combination Agreement, the Other Subscription Agreements or any side letter or similar agreement or understanding unrelated to such Shares or whose economic terms and conditions are not materially more advantageous to such Other Subscriber than Subscriber hereunder (other than terms particular to cases where the Other Subscriber is an individual or terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Other Subscription Agreements reflect the same Per Share Purchase Price and other economic terms and conditions with respect to the purchase of Issuer Shares that are not materially more advantageous to such subscriber thereunder than the terms of this Subscription Agreement, other than (i) terms particular to the regulatory requirements of such subscriber or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Issuer Shares, (ii) the alternative settlement mechanics available to investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 3.1.2 hereof and (iii) terms particular to the nature of the relevant Other Subscriber as an individual.

2.2.20 Upon the consummation of the Business Combination, the Issuer will own, directly or indirectly, 100% of the Company, and will have all corporate power and authority to operate the Company.

2.3 GOGN’s Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares at the Closing, GOGN hereby represents and warrants to Subscriber and Issuer and agrees with Subscriber and Issuer as follows:

2.3.1 GOGN is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted in all material respects and to enter into, deliver and perform its obligations under this Subscription Agreement in all material respects.

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2.3.2 This Subscription Agreement (including the transactions contemplated herein) has been duly authorized, executed and delivered by GOGN and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and the Issuer, is the valid and binding obligation of GOGN and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.3.3 The execution, delivery, and performance of this Subscription Agreement (including compliance by GOGN with all of the provisions hereof), issuance and sale of the Shares, and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of GOGN pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which GOGN is a party or by which GOGN is bound or to which any of the property or assets of GOGN is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of GOGN, or prevents, impairs, delays or impedes the legal authority of GOGN to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively, a “GOGN Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of GOGN, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over GOGN or any of its properties that would reasonably be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.4 The authorized share capital of GOGN as of the date of this Subscription Agreement and as of immediately prior to the Closing is $55,500 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”); (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”); and (iii) 5,000,000 preference shares, par value $0.0001 per share (“Preference Shares”). As of the date hereof: (i) no Preference Shares are issued and outstanding; (ii) 28,935,000 Class A Shares are issued and outstanding; (iii) 6,900,000 Class B Shares are issued and outstanding; and (iv) 14,467,500 warrants, each exercisable to purchase one existing Class A Share at $11.50 per share (the “Warrants”) are outstanding. As of the date of this Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence, there are no outstanding (1) shares or other equity interests or voting securities of GOGN (collectively, the “GOGN Equity Interests”), (2) securities of GOGN convertible into or exchangeable for GOGN Equity Interests, or (3) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of GOGN to acquire from any individual, entity or other person, and no obligation of GOGN to issue, any GOGN Equity Interests or securities convertible into or exchangeable or exercisable for GOGN Equity Interests. As of the date of this Subscription Agreement, GOGN has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements to which GOGN a party or by which it is bound relating to the voting of any securities of GOGN, other than (A) as set forth in the GOGN SEC Documents (as defined below) and (B) as contemplated by the Business Combination Agreement or the transactions contemplated herein. There are no securities or instruments issued by or to which GOGN is party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares or the issuance of the Issuer Shares under any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date.

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2.3.5 GOGN has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by GOGN with the Commission on or prior to the date of this Subscription Agreement (the “GOGN SEC Documents”). GOGN has timely filed each GOGN SEC Document that GOGN was required to file with the Commission since its inception and through the date hereof. None of the GOGN SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of GOGN included in the GOGN SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial condition of GOGN as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the GOGN SEC Documents.

2.3.6 GOGN is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of GOGN, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, GOGN is a party or by which GOGN’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over GOGN or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.7 Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber. Neither GOGN nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).

2.3.8 Except for such matters that have not had or would not be reasonably expected to have, individually or in the aggregate, a GOGN Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against GOGN or the Company, or, to the knowledge of GOGN, threatened against GOGN or the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against GOGN or, to the knowledge of GOGN, the Company.

2.3.9 GOGN is in compliance with all applicable laws, except where such non-compliance would not have a GOGN Material Adverse Effect. Neither GOGN, nor to its knowledge, the Company, has received any written communication from a governmental authority that alleges that GOGN or the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.10 GOGN is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or self-regulatory organization in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the Commission, (ii) filings required by applicable securities laws, (iii) any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws, (iv) filings required by the NYSE, and (v) those required to consummate the Transactions as provided under the Business Combination Agreement.

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2.3.11 GOGN has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does GOGN have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

2.3.12 Other than the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of GOGN in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

2.3.13 The Class A Shares and Warrants are listed for trading on NYSE. There is no suit, action, proceeding, or investigation pending or, to the knowledge of GOGN, threatened against GOGN by the NYSE or the Commission to prohibit or terminate the listing of the Class A Shares or Warrants on NYSE or to deregister the Class A Shares or Warrants under the Exchange Act, other than as contemplated by the Transactions.

3. Closing Conditions.

3.1.1 Subject to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination), the closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and at a time immediately following the consummation of the Business Combination (the “Closing Date”). Not less than three (3) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied or, if permissible, waived (the “Expected Closing Date”), the Issuer shall provide written notice (or such notice shall be provided on behalf of the Issuer) to Subscriber (the “Closing Notice”) specifying (i) the Expected Closing Date and (ii) the closing bank account details (wire instructions) for delivery of the Purchase Price to the Issuer.

3.1.2 Subject to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination):

3.1.2.1 Subscriber shall deliver to the Issuer, no later than one (1) Business Day prior to the Expected Closing Date, (i) the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing and (ii) such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8, as applicable. If the Business Combination is not consummated on or prior to the fifth (5^th) Business Day after the Expected Closing Date, promptly but no later than four (4) Business Days thereafter, the Issuer shall promptly return the Purchase Price (which shall not include, for the avoidance of doubt, the accrual of any interest) to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return, unless and until this Subscription Agreement is terminated in accordance with Section 5, Subscriber shall remain obligated to (A) redeliver funds representing the Purchase Price to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately following the consummation of the Business Combination; and

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3.1.2.2 the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws or as set forth in a separate written agreement between the Issuer and Subscriber, as applicable), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and (ii) as promptly as practicable after the Closing, a copy of the records of the Issuer’s transfer agent showing Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Closing¹. Each book entry for the Shares shall contain a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

For purposes of this Subscription Agreement, “Business Day” means any day on which the principal offices of the Commission (as defined herein) in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required to or authorized to close in New York, NY or the Isle of Man; provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. Upon delivery in book-entry form of the Shares to Subscriber (or its nominee, if applicable), the Purchase Price may be released from escrow.

¹ Note to Draft: For any Subscriber that is an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or that is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940 (the “Investment Advisers Act”), or otherwise informs GOGN that such provisions are required for compliance with its internal policies and procedures, substitute the following closing mechanics in lieu of those described in Sections 3.1.2.1 and 3.1.2.2:

Subscriber shall initiate funding of the Purchase Price to the Issuer as promptly as practicable on the morning (New York City time) of the Closing Date, via wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice; provided, that Subscriber shall not be obligated to initiate funding of the Purchase Price or consummate the Closing until the Issuer has delivered to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) evidence from the Issuer’s transfer agent reflecting Subscriber (or its nominee in accordance with its delivery instructions) as the owner of the Shares on and as of the Closing Date. In the event the Purchase Price has not been delivered within one (1) Business Day of the issuance of the Shares, such issuance shall be deemed to be null and void and the Issuer shall promptly reverse and cancel any book entries reflecting the issuance of the Shares.

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3.1.3 In addition to the conditions set forth in Section 3.1.5, the obligations of the Issuer to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Issuer in writing) of the conditions that, at the Closing:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date, in each case without giving effect to the consummation of the Transactions;

(ii) Subscriber shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by it at or prior to the Closing;

(iii) all representations and warranties of GOGN contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date, in each case without giving effect to the consummation of the Transactions;

(iv) GOGN shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by it at or prior to the Closing; and

(v) prior to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

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3.1.4 In addition to the conditions set forth in Section 3.1.5, the obligations of Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by Subscriber in writing) of the conditions that, at the Closing:

(i) all representations and warranties of the Issuer and GOGN contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date;

(ii) each of the Issuer and GOGN shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by each of them at or prior to the Closing;

(iii) (A) the terms of the Business Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive on the Closing Date under this Subscription Agreement unless Subscriber has consented thereto in writing, and (B) there shall have been no amendment, waiver or modification to any Other Subscription Agreement that materially benefits such Other Subscriber thereunder unless the Subscriber has been offered substantially the same benefits;

(iv) the condition set forth in Section 10.2(f) of the Business Combination Agreement (as set forth in the Business Combination Agreement on the date hereof) shall have been met and not waived by the parties to the Business Combination Agreement; and

(v) no suspension of the qualification of the Issuer Shares or offering or sale in any jurisdiction shall have occurred.

3.1.5 In addition to the conditions set forth in Section 3.1.3 and 3.1.4, respectively, the obligations of each of the Issuer and Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction of the conditions that, at the Closing, (i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription or the Transactions; (ii) the Business Combination shall have been consummated; (iii) the Issuer Shares shall have been approved for listing on the NYSE (or, if the Issuer does not qualify for such market, Nasdaq) as of the Closing Date, subject only to official notice of issuance thereof; and (iv) no suspension of the offering or sale of the Shares shall be in effect, in any jurisdiction, including by the Commission.

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4. Registration Statement.

4.1 The Issuer agrees to use its commercially reasonable efforts to file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Shares within thirty (30) calendar days after the consummation of the Transactions (the “Filing Date”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as promptly as practicable after the filing thereof but no later than the earlier of (i) the sixtieth (60^th) calendar day following the Closing (or ninetieth (90^th) day if the Commission notifies the Issuer that it will review the Registration Statement) and (ii) the fifth (5th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Shares to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided further, that in connection with the foregoing, Subscriber shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least three (3) Business Days in advance of the filing of the Registration Statement, provided that in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. Notwithstanding anything to the contrary in this Subscription Agreement, in no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above. For purposes of this Section 4, “Shares” includes any Issuer Shares or other equity securities of the Issuer issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event.

4.2 At its expense, the Issuer shall:

4.2.1 except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under applicable securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Shares; (ii) the date all Shares held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) two (2) years from the Effectiveness Date;

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4.2.2 advise Subscriber within five (5) Business Days (or such earlier date as specified):

(a) within two (2) Business Days of when a Registration Statement or any post-effective amendment thereto has become effective;

(b) within two (2) Business Days after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(c) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(d) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer or any of its subsidiaries other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Issuer or any subsidiaries, the Issuer shall simultaneously furnish such notice with the Commission pursuant to a Current Report on Form 6-K.

4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

4.2.4 upon the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Issuer Shares are then listed; and

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4.2.6 use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Shares contemplated herein.

4.3 Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Issuer Shares which is equal to the maximum number of Issuer Shares as is permitted by the Commission. In such event, the number of Issuer Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Issuer shall use its commercially reasonable efforts to file with the Commission, as promptly as practicable and as allowed by the Commission, one or more registration statements to register the resale of those Shares that were not registered on the initial Registration Statement, as so amended. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within two (2) Business Days thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act.

4.4 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing or effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event that the Issuer’s board of directors reasonably believes, upon advice of reputable external counsel, would require additional disclosure by the Issuer in the Registration Statement of material information that (x) the Issuer has a bona fide business purpose for keeping confidential or (y) cannot be immediately provided, and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of directors, upon advice of reputable external counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one-hundred-twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt by Subscriber of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in accordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.

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4.5 The Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless Subscriber (to the extent a seller under, or named as a selling shareholder in, the Registration Statement), its officers, directors, partners, members, managers, employees, advisers and agents, and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against all reasonable and documented out-of-pocket losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees in connection with defending any of the foregoing) and expenses (collectively, “Losses”), as incurred, caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Shares by Subscriber.

4.6 Subscriber shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case, to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Shares by Subscriber.

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4.7 For the purposes of this Subscription Agreement, “Indemnifying Party” shall mean the party with an obligation to indemnify another party pursuant to Section 4.5 or Section 4.6 (as applicable) and “Indemnified Party” shall mean the party seeking indemnification pursuant to Section 4.5 or Section 4.6 (as applicable). The Indemnified Party shall promptly notify the Indemnifying Party in writing of the institution, threat or assertion of any proceeding against the Indemnified Party that the Indemnified Party believes relates to Losses the subject of indemnification pursuant to Section 4.5 or Section 4.6 (as applicable) and of which such Indemnified Party is aware (a “Third Party Proceeding”). In the case of any delay or failure by an Indemnified Party to provide the notice required by the preceding sentence, the obligation of the Indemnifying Party to indemnify the Indemnified Party shall be reduced to the extent that such Indemnifying Party is prejudiced by such delay or failure. The Indemnifying Party will be entitled to participate in any Third Party Proceeding and to assume the defense thereof with counsel it elects, in its sole discretion, and in the event the Indemnifying Party assumes such defense, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that is not both fully resolved or settled (i) in all respects by the payment of money damages alone and no other form of relief (and such money damages are so paid in full by the Indemnifying party pursuant to the terms of such order or settlement) and (ii) with an unconditional release by the claimant or plaintiff of the Indemnified party and its affiliates from all liability in respect to such claim or litigation.

4.8 If the indemnification provided under Section 4.5 or Section 4.6 from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses, 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 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. The amount paid or payable by a party as a result of the Losses referred to above shall be subject to the limitations set forth in Section 4.5 or Section 4.6 and deemed to include any external legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. 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 4.8 from any person who was not guilty of such fraudulent misrepresentation. Subscriber’s obligation to make a contribution pursuant to this Section 4.8 shall be individual, not joint and several, and in no event shall the liability of Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such obligation.

4.9 Subject to receipt from Subscriber by the Issuer and Transfer Agent (as defined below) of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent (which shall not include a legal opinion) in connection therewith, and, if required by the Transfer Agent, an opinion of Issuer’s counsel, in a form reasonably acceptable to the Transfer Agent, Subscriber may request that the Issuer remove any legend from the certificates or book entry position evidencing the Shares within five (5) Business Days of such request and receipt of such representations and other documentation, following the earliest of such time as such Shares are subject to an effective registration statement or have been or are about to be sold pursuant to an effective registration statement. If restrictive legends are no longer required for the Shares pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this section and reasonably promptly following any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such Shares. The Issuer shall be responsible for the fees of the Transfer Agent and counsel to the Issuer associated with such request.

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5. Termination. Except for the provisions of this Section 5 and Section 6, which shall survive any termination hereunder, this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the parties hereto to terminate this Subscription Agreement and (iii) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Share Acquisition Closing Date (as defined in the Business Combination Agreement) and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the Share Acquisition Closing Date, and (iv) at the election in writing of Subscriber, on or after the date nine (9) months from the date hereof, if the Closing shall not have occurred by such date; provided, that nothing herein will relieve any party from liability for any Willful Breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from such breach. For purposes hereof, “Willful Breach” means a breach that is a consequence of an act undertaken or a failure to act by the breaching party hereto with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Subscription Agreement. The Issuer shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement and, upon the termination of this Subscription Agreement in accordance with this Section 5, any monies paid by Subscriber to Issuer in connection herewith shall be promptly (and in any event within three (3) Business Days after such termination) returned to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any interest or deduction for or on account of any tax withholding, charges or set-off, whether or not the Transactions shall have been consummated.

6. Miscellaneous.

6.1.1 Subscriber acknowledges that (i) the Issuer and GOGN will rely on the acknowledgments, understandings, agreements, representations, and warranties made by Subscriber contained in this Subscription Agreement and (ii) the Placement Agents will rely on the representations and warranties made by Subscriber in Section 2.1 of this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and GOGN if any of the acknowledgments, understandings, agreements, representations, and warranties set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto). The Issuer acknowledges that Subscriber, GOGN and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Issuer contained in this Subscription Agreement. Prior to the Closing, the Issuer agrees to promptly notify Subscriber, GOGN and the Placement Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Issuer set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto). GOGN acknowledges that Subscriber, the Issuer and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties made by GOGN contained in this Subscription Agreement. Prior to the Closing, GOGN agrees to promptly notify Subscriber, the Issuer and the Placement Agents if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of GOGN set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto).

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6.1.2 Each of the Issuer, the Company, Subscriber, the Placement Agents and GOGN is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

6.1.3 The Issuer and GOGN may request from Subscriber such additional information as the Issuer and GOGN may deem reasonably necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested, including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8; provided, that (subject to Section 7.2 below) the Issuer and GOGN agree to keep confidential any such information provided by Subscriber, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities, and that Subscriber shall not be obliged to provide any information on its financial situation or its investments.

6.1.4 Except as otherwise provided herein, each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

6.1.5 The Issuer and GOGN acknowledge and agree that, notwithstanding anything herein to the contrary, the Shares may be pledged by the Subscriber in connection with a bona fide margin agreement; provided, however, that any transfer of Shares in connection with an exercise on such pledge shall be deemed a transfer, sale or assignment, as the case may be, of the Shares hereunder.

6.1.6 Each of the Issuer and Subscriber acknowledges and agrees that (a) this Subscription Agreement is being entered into in order to induce the Company to execute and deliver the Business Combination Agreement and without the ability to rely on the representations, warranties, covenants and agreements of the Issuer and Subscriber hereunder after Closing, the Company would not enter into the Business Combination Agreement and (b) each representation, warranty, covenant and agreement of the Issuer and Subscriber hereunder is being made also for the benefit of the Company after Closing.

6.2 Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via an internationally recognized overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) five (5) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(a) if to Subscriber, to such address or addresses set forth on Subscriber’s signature page hereto;

(b) if to the Issuer, to:

[***]

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with required copies (which copies shall not constitute notice) to:

[***]

(c) if to GOGN, to:

[***]

with required copies (which copies shall not constitute notice) to:

[***]

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(d) if to the Company, to:

[***]

with required copies (which copies shall not constitute notice) to:

[***]

6.3 Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

6.4 Modifications; Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived (i) except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement, or waiver is sought, (ii) without the prior written consent of the Issuer and the Company, and (iii) solely with respect to Section 2, Section 6.1.1, Section 6.1.2, this Section 6.4 or Section 6.6 of this Subscription Agreement, in a manner that is material and adverse to the Placement Agents without the prior written consent of the Placement Agents. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereto or the exercise of any other right or power.

6.5 Assignment. Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to Subscriber hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of the Company and the other parties hereto (other than the Shares acquired hereunder and then only in accordance with this Subscription Agreement). Notwithstanding the foregoing, this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to one or more controlled affiliates of Subscriber or to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Issuer, the Company or GOGN; provided that such assignee(s) agrees in writing pursuant to an agreement reasonably acceptable to the Issuer to be bound by the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section 2.1 and completes Schedule I hereto. Upon such assignment by Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations provided for herein to the extent of such assignment. In the event of such a transfer or assignment, Subscriber shall promptly update and deliver to the Issuer Schedule II to provide the information required therein.

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6.6 Benefit.

6.6.1 Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants, and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives, and permitted assigns.

6.6.2 Each of the Issuer, GOGN and Subscriber further acknowledge and agree that the Placement Agents are a third-party beneficiary of Section 2 (except for Section 2.1.21), Section 6.1.1, Section 6.1.2, Section 6.4 and Section 6.6 of this Subscription Agreement.

6.7 Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort, or any other theory) or the negotiation, execution, performance, or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, including its statute of limitations, without giving effect to principles or rules of conflicts of law thereof to the extent they would require or permit the application of laws or statute of limitations of another jurisdiction.

6.8 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

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6.9 Severability. If any provision of this Subscription Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

6.10 No Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto in exercising any right, power, or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power, or remedy of such party. No single or partial exercise of any right, power, or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power, or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

6.11 Remedies.

6.11.1 The parties agree that irreparable damage would occur if any provision of this Subscription Agreement is not performed or the Closing is not consummated in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 6.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the Issuer or GOGN to cause Subscriber and the right of GOGN or Subscriber to cause the Issuer to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to directly enforce each of the covenants and agreements of Subscriber under this Subscription Agreement). The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 6.11 is unenforceable, invalid, contrary to applicable law, or inequitable for any reason, and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

6.11.2 The parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

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6.12 Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.13 Survival. All of the representations, warranties, covenants and agreements made by the parties hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur at the time immediately following the consummation of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.

6.14 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, email, or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6.15 Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

6.16 Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation, and agreement of the parties and shall not be construed for or against any party hereto.

7. Cleansing Statement; Disclosure.

7.1 GOGN shall, by 9:00 a.m., New York time, on the first (1st) Business Day immediately following the date of this Subscription Agreement (but no later than 9:00 a.m., New York time December 26, 2022), issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing or otherwise making publicly available all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or GOGN or their respective representatives have provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer and GOGN’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Issuer, GOGN or any of their respective officers, directors, employees or agents (including the Placement Agents) relating to the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Issuer or any of its affiliates or agents, relating to the transactions contemplated by this Subscription Agreement.

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7.2 Subscriber hereby consents to the publication and disclosure in (i) any press release issued by GOGN, the Issuer or the Company or the Form 8-K filed by GOGN with the Commission in connection with the execution and delivery of the Business Combination Agreement, the proxy statement/Registration Statement on Form F-4, or any other filing with the Commission pursuant to applicable securities laws, in each case, as and to the extent required by the federal securities laws or the Commission or any other securities authorities, and (ii) any other documents or communications provided by GOGN, the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority or NYSE, of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements, and understandings under and relating to this Subscription Agreement and, if deemed required by GOGN, the Issuer and/or the Company, a copy of this Subscription Agreement. Other than as set forth in the immediately preceding sentence or as otherwise may be required by the Commission or NYSE, without such Subscriber’s prior written consent, the Issuer will not use or disclose the name of such Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to the Issuer’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential; or (ii) use the name of such Subscriber or any of its affiliates or advisors in any press release issued in connection with the Transactions, other than to the extent such disclosure is substantially equivalent to the information that has previously been made public in accordance with this Section 7.2. Subscriber will promptly provide any information reasonably requested by GOGN, the Issuer and/or the Company that is required for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission); provided that such information shall be kept confidential, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities, and that Subscriber shall not be obliged to provide any information on its financial situation or its investments.

8. Trust Account Waiver. Subscriber acknowledges that GOGN has established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber agrees that (i) it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest, or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of GOGN, including any redemption right with respect to any such securities of GOGN. In the event Subscriber has any Claim against GOGN under this Subscription Agreement, Subscriber shall pursue such Claim solely against GOGN and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by GOGN to induce GOGN to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to GOGN all of its legal fees and costs in connection with any such action in the event that GOGN prevails in such action or proceeding.

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9. Rule 144.

9.1 From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell the Shares without registration under the Securities Act are available to Subscriber and for so long as Subscriber holds the Shares, for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, the Issuer agrees to take commercially reasonable efforts to:

9.1.1 make and keep public information available, as those terms are understood and defined in Rule 144;

9.1.2 file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144; and

9.1.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.

9.2 In connection with any sale or other disposition of the Shares by Subscriber pursuant to Rule 144 or other exemption from the registration requirements of the Securities Act and upon compliance by Subscriber with the requirements of this Section 9.2, if requested by Subscriber and if in the opinion of counsel to the Issuer, it is then permissible to do so, the Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove the legend set out in Section 3.1.2.2 related to the book entry account holding such Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) Business Days of any such request therefor from Subscriber; provided that the Issuer and the Transfer Agent have timely received from Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Such aforementioned request may be made by Subscriber, following the earlier of such time as such Shares (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 or other exemption from registration. Notwithstanding the foregoing, the Issuer will not be required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes, upon advice of reputable external legal counsel, that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.

10. Separate Obligations. The obligations of the Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and no Subscriber shall be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase the Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber, shall be deemed to constitute Subscriber or any Other Subscribers under the Other Subscription Agreements as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber or any Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Issuer, GOGN and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth above.

ISSUER:

LIFEZONE METALS LIMITED

By:

Name:

Title:

GOGN:

GOGREEN INVESTMENTS CORPORATION

By:

Name: 

Title:

[Signature Page to Subscription Agreement]

SUBSCRIBER:
Signature of Subscriber:	Signature of Joint Subscriber, if applicable:
By:	By:
Name:	Name:
Title:	Title:
Name of Subscriber:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above.)	(Please print. Please indicate name and capacity of person signing above.)
Name in which securities are to be registered (if different from the name of Subscriber listed directly above.)
Email Address:

If there are joint investors, please check one:
☐	Joint Tenants with Rights of Survivorship
☐	Tenants-in-Common
☐	Community Property

Subscriber’s EIN:	Joint Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip	City, State, Zip

Attn: Attn:

Telephone No.:  Telephone No.: 

Facsimile No.:	Facsimile No.:
Aggregate Number of Shares subscribed for:

Aggregate Purchase Price:

$ _____________________________________________

You must pay the Purchase Price by wire transfer of U.S. $ in immediately available funds to the account specified by the Issuer in the Closing Notice.

[Signature Page to Subscription Agreement]

Schedule I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B below and the applicable box in Part C below.

A. QUALIFIED INSTITUTIONAL BUYER STATUS
(Please check the applicable subparagraphs):

1. ☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)) and have marked and initialed the appropriate box on the following pages indicating the provision under which we qualify as a QIB.

2. ☐ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

1. ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ☐ We are not a natural person.

*** AND ***

C. AFFILIATE STATUS
(Please check the applicable box)

SUBSCRIBER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.

I-1

Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to Subscriber (Please check the applicable subparagraphs):

☐ Subscriber is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with Subscriber and:

☐ is an insurance company as defined in section 2(a)(13) of the Securities Act;

☐ is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in section 2(a)(48) of the Investment Company Act;

☐ is a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended (“Small Business Investment Act”);

☐ is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

☐ is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

☐ is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants individual retirement accounts or H.R. 10 plans;

☐ is a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

☐ is an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; or

☐ is an investment adviser registered under the Investment Advisers Act;

☐ Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with Subscriber;

☐ Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

☐ Subscriber is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies² which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are part of such family of investment companies;

☐ Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; or

☐ Subscriber is a bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with Subscriber and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale of securities in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale of securities for a foreign bank or savings and loan association or equivalent institution.

² “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor)

I-2

Rule 501(a) of Regulation D under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an institutional “accredited investor.”

☐ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

☐ Any broker or dealer registered pursuant to section 15 of the Exchange Act;

☐ Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

☐ Any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

☐ Any insurance company as defined in section 2(a)(13) of the Securities Act;

☐ Any investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of the Investment Company Act;

☐ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act;

☐ Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;

☐ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, partnership, or limited liability company, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and with total assets in excess of $5,000,000;

☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D;

☐ Any entity in which all of the equity owners are institutional “accredited investors.”

☐ Any entity, of a type not listed in paragraphs a(1), a(2), a(3), a(7), or (a)(8) of Rule 501(a) of Regulation D under the Securities Act, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; or

☐ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

I-3

Schedule II

SCHEDULE OF TRANSFERS

Subscriber’s Subscription was in the amount of _________________ Issuer Shares. The following transfers of the Subscription have been made:

Date of Transfer Transferee Number of Shares
Transferred Subscriber Revised
Subscription Amount for
Shares

Signature of Subscriber:
[SUBSCRIBER]
By:
	Name:
	Title:

II-1

EX-10.5

Exhibit 10.5

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2022, by and among Lifezone Metals Limited, an Isle of Man company (the “Issuer”), GoGreen Investments Corporation, a Cayman Islands exempted company (“GOGN”), and the undersigned (“Subscriber”).

WHEREAS, the Issuer, GOGN, Lifezone Holdings Limited, an Isle of Man company (the “Company”), Aqua Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Issuer (“Merger Sub”), and the other parties named therein, will, concurrently with the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated as of the date hereof (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

WHEREAS, the parties to the Business Combination Agreement desire and intend to effect a business combination transaction whereby (a) GOGN will merge with and into Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence of GOGN shall cease and Merger Sub shall continue as the surviving entity and a wholly owned direct subsidiary of the Issuer and (ii) each issued and outstanding GOGN ordinary share immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the Per Share Merger Consideration (as defined in the Business Combination Agreement), and (b) on the day immediately after the effective time of the Merger, Company shareholders will transfer all of the outstanding Company ordinary shares to the Issuer, the consideration for which will be (i) the issuance of new Issuer Shares (as defined herein) by the Issuer and (ii) the issuance of certain other Issuer Shares, in each case on the terms and subject to the conditions set forth in the Business Combination Agreement pursuant to and as described in the Business Combination Agreement, the result of which being the Issuer will acquire all of the issued and outstanding ordinary shares of the Company, with the Company becoming a wholly owned subsidiary of the Issuer (the “Business Combination”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement (the Merger and the Business Combination, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, as a result of and following the Transactions, (a) the Issuer will be a public company whose ordinary shares and warrants are anticipated to be listed on the New York Stock Exchange and (b) (i) GOGN’s ordinary shares and warrants will be converted into ordinary shares of the Issuer, par value $0.0001 per share (the “Issuer Shares”), and warrants, respectively, (ii) the GOGN units, ordinary shares and warrants will be delisted from the New York Stock Exchange and (iii) GOGN will be deregistered under the Exchange Act (as defined herein);

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of Issuer Shares set forth on Subscriber’s signature page hereto (the “Shares”) for a purchase price of $10.00 per share (the “Per Share Purchase Price”), for the aggregate purchase price set forth on Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to, at the Closing Date (as defined below), issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein; and

WHEREAS, in connection with the Transactions, certain “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”)) satisfying the applicable requirements set forth on Schedule I or certain other “accredited investors” within the meaning of Rule 501(a)(4)-(6) and (8) of Regulation D (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements with the Issuer on the date hereof (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase Issuer Shares on the Closing Date (as defined below) at the same Per Share Purchase Price as Subscriber, and the aggregate amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, of at least 5,000,000 Issuer Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the “Subscription”).

2. Representations, Warranties, and Agreements.

2.1 Subscriber’s Representations, Warranties, and Agreements. To induce the Issuer to issue the Shares to Subscriber at the Closing, Subscriber hereby represents and warrants to the Issuer and GOGN and acknowledges and agrees with the Issuer and GOGN as follows:

2.1.1 Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement.

2.1.2 The Subscriber’s signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer and GOGN, this Subscription Agreement is the valid and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.1.3 The execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement, including the purchase of the Shares and the consummation of the other transactions contemplated herein (i) are fully consistent with Subscriber’s financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber and (iii) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares.

2.1.4 The execution and delivery of this Subscription Agreement and the performance by Subscriber of its obligations under this Subscription Agreement, including the purchase of the Shares and the consummation of the other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Subscriber, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which Subscriber is a party, or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of, or prevents, impairs, delays or impedes the legal authority of, Subscriber to enter into and timely perform in any material respect its obligations under this Subscription Agreement (a “Subscriber Material Adverse Effect”) or (ii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

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2.1.5 Subscriber is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement.

2.1.6 Subscriber is (i) an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) satisfying the applicable requirements set forth on Schedule I attached hereto, (ii) if resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”), (iii) if resident in the United Kingdom, is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), (iv) acquiring the Shares only for its own account and not for the account of others, and (v) not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other jurisdiction (and shall provide the requested information on Schedule I attached hereto, where such information provided shall be accurate and complete in all material respects).

2.1.7 Subscriber is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluating its participation in the purchase of the Shares.

2.1.8 Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, or any “offer of securities to the public” within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation, and that the Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. Subscriber understands that the Shares may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act and will not be immediately eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or transfer of any of the Shares. By making the representations herein, Subscriber does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

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2.1.9 Subscriber understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, GOGN, the Company or any of their respective affiliates or control persons, officers, directors, employees, agents, partners or representatives of any of the foregoing or any other person or entity (such persons, the “Non-Party Affiliates”), expressly or by implication, other than those representations, warranties, covenants, and agreements of GOGN and the Issuer expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those made by GOGN and the Issuer expressly set forth in this Subscription Agreement.

2.1.10 Subscriber represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose of or otherwise transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.

2.1.11 Subscriber represents and warrants that its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable Similar Law (as defined below).

2.1.12 In making its decision to subscribe for and purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and each of the Issuer’s and GOGN’s representations, warranties and agreements in Section 2.2 and Section 2.3 hereof, respectively. Without limiting the generality of the foregoing, Subscriber has not relied on and disclaims reliance on any statements or other information provided by any Non-Party Affiliate concerning the Issuer, GOGN, the Company or the Shares, the offer and sale of the Shares, the Transactions or the other transactions contemplated by this Subscription Agreement. Subscriber acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review and understand such financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, including with respect to the Issuer, GOGN, the Company, the offer and sale of the Shares, the Transactions or the other transactions contemplated by the Subscription Agreement and has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has had an opportunity to review the documents made available to Subscriber by GOGN and the Company, including the Investor Presentation dated December 2022 (the “Disclosure Package”), provided by GOGN and the Company and any such documents available on the Securities and Exchange Commission’s (the “Commission”) EDGAR system. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers, and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares and conducted and completed their own independent diligence concerning the Issuer, GOGN, the Company, the Shares, the offer and sale of the Shares, the Transactions and the other transactions contemplated by this Subscription Agreement. Based upon such information as Subscriber has deemed appropriate, Subscriber has independently made its own analysis and decision to subscribe for and purchase the Shares and enter into the transactions contemplated herein. Except for the representations, warranties and agreements of the Issuer and GOGN expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Issuer, GOGN, the Company or the Shares, the offer and sale of the Shares, the Transactions or the other transactions contemplated by this Subscription Agreement.

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2.1.13 Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber, on the one hand, and the Issuer, GOGN or their respective representatives, on the other hand. The Shares were offered to Subscriber solely by such direct contact. Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Shares (i) were not offered to it by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, and (ii) are not being offered to it in a manner involving a public offering under, or, to its knowledge, in a distribution in violation of, the Securities Act or any other applicable securities laws.

2.1.14 Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the GOGN SEC Documents (as defined below). Subscriber is a sophisticated investor, is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of the Company, the Issuer, GOGN or any of their respective agents or affiliates, have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription Agreement.

2.1.15 Subscriber represents and acknowledges that Subscriber, alone, or together with its professional advisor(s), if any, has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.

2.1.16 Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of an investment in the Shares.

2.1.17 The Subscriber is not (i) a person or entity named on any sanctions list maintained by (A) the U.S. Department of the Treasury’s Office of Foreign Assets Control, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, (B) the European Union, (C) the United Nations Security Council, (D) the government of the United Kingdom, including HM Treasury, or (E) any individual European Union member state (clauses (A)-(E), collectively, “Sanctions Bodies” and the sanctions lists maintained by the Sanctions Bodies, the “Sanctions Lists”), (ii) 50% or more owned or controlled by, or acting on behalf of, a person, that is named on a list maintained by any Sanctions Body, (iii) organized, incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to substantial trade restrictions by any Sanctions Body, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.

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2.1.18 If Subscriber is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with the ERISA Plans, the “Plans”), then Subscriber represents and warrants that none of the Issuer, the Company, GOGN or any of their respective affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the Plan’s fiduciary with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision to acquire and hold the Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with Subscriber’s investment in the Shares.

2.1.19 Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

2.1.20 Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at Subscriber’s direction or pursuant to any understanding with Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, of the Issuer Shares or the Shares until the consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms).

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2.1.21 To Subscriber’s knowledge, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result of the purchase by Subscriber and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.

2.1.22 Subscriber has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 1 will have, sufficient immediately available funds to pay the Purchase Price pursuant to Section 1. Subscriber is an individual having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 1.

2.1.23 No broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, GOGN, the Company or any of their respective subsidiaries.

2.1.24 Subscriber acknowledges that certain information provided by the Issuer, the Company and GOGN was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections. Subscriber further acknowledges that the information provided to Subscriber was preliminary and subject to change, including in the registration statement and the proxy statement/prospectus that GOGN and the Issuer intend to file with the Commission (which will include substantial additional information about the Company and the Transactions and will update and supersede the information previously provided to Subscriber).

2.1.25 Subscriber acknowledges that (i) the Issuer, the Company and GOGN currently have, and later may come into possession of, information regarding the Issuer, the Company and GOGN that is not known to Subscriber and that may be material to enter into this Subscription Agreement (“Excluded Information”), and (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information.

2.1.26 Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Issuer and GOGN.

2.1.27 Subscriber agrees that none of (i) the Other Subscribers pursuant to the Other Subscription Agreements entered into in connection with the offer and sale of Issuer Shares (including the controlling persons, members, officers, directors, partners, agents or employees of any such Other Subscribers, if applicable), (ii) the Non-Party Affiliates, or (iii) any party to the Business Combination Agreement (other than the Issuer and GOGN), including any such party’s representatives, affiliates or any of its or their control persons, officers, directors or employees, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

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2.1.28 If Subscriber is located in the United Kingdom or a member state of the European Economic Area, it represents and warrants that it is a qualified investor (within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”).

2.1.29 If Subscriber is located in Australia, Subscriber represents and warrants that it is a person who falls within an exempt offer category in section 708 of the Australian Corporations Act 2001 (Cth) (including “sophisticated investors” or “professional investors” within the meaning of section 708(8) and 708(11) respectively of the Australian Corporations Act 2001 (Cth)).

2.1.30 If Subscriber is located in the United Kingdom, Subscriber represents and warrants that it is either (i) a person who is an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; or (ii) a person to whom the Issuer Shares may otherwise be lawfully communicated.

2.2 Issuer’s Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares at the Closing, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

2.2.1 The Issuer is a newly-formed entity which is duly incorporated, validly existing and in good standing (or such equivalent concept to the extent it exists under the laws of Isle of Man) under the laws of the Isle of Man, with corporate power and authority to own, lease, and operate its properties and conduct its business as presently conducted in all material respects and to enter into, deliver, and perform its obligations under this Subscription Agreement in all material respects.

2.2.2 The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance with the terms of this Subscription Agreement and registered on the Issuer’s register of members, the Shares will be validly issued, fully paid, and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s articles of association or under the Isle of Man Companies Act 2006, as amended, under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or otherwise.

2.2.3 This Subscription Agreement (including the transactions contemplated herein) has been duly authorized and validly executed and delivered by the Issuer and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and GOGN, is the valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

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2.2.4 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, the execution and delivery of this Subscription Agreement by the Issuer and the performance by the Issuer of its obligations under this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), issuance and sale of the Shares, and the consummation of the other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Issuer, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of the Issuer and its subsidiaries (after giving effect to the Transactions), taken as a whole, or prevents, impairs, delays or impedes the legal authority of the Issuer to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or properties that would reasonably be expected to have an Issuer Material Adverse Effect.

2.2.5 Except as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares, (ii) the Issuer Shares to be issued pursuant to any Other Subscription Agreement or (iii) the Issuer Shares to be issued pursuant to the Transactions, in each case, that have not been or will not be validly waived on or prior to the Closing Date.

2.2.6 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Section 2.1 and 2.3 of this Subscription Agreement, respectively, the Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, laws, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect. The Issuer is in compliance with all applicable laws, except where such non-compliance would not have an Issuer Material Adverse Effect. The Issuer has not received any written or, to its knowledge, other communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

2.2.7 As of the date of this Subscription Agreement, the issued share capital of the Issuer consists of one ordinary share of a par value of $0.0001, and such share is duly authorized and validly issued, and is not subject to preemptive rights or encumbrances. As of the date of this Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence and pursuant to the Other Subscription Agreements, the Business Combination Agreement and the transactions contemplated thereby, there are no outstanding (1) shares, equity interests or voting securities of the Issuer, (2) securities of the Issuer convertible into or exchangeable for shares or other equity interests or voting securities of the Issuer, or (3) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Issuer to acquire from any individual, entity or other person, and no obligation of the Issuer to issue, any shares or other equity interests or voting securities of the Issuer (collectively, the “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests. There are no shareholder agreements, voting trusts or other agreements to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by this Subscription Agreement, the Business Combination Agreement and the transactions contemplated thereby.

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2.2.8 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the Commission of the Registration Statement (as defined below), (ii) filings required by applicable securities laws, (iii) filings required by the New York Stock Exchange (the “NYSE”), and (iv) where the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

2.2.9 Assuming the accuracy of Subscriber’s and GOGN’s representations and warranties in Sections 2.1 and 2.3 of this Subscription Agreement, respectively, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement.

2.2.10 Except for such matters as have not had or would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against the Issuer or the Company, or, to the knowledge of the Issuer, threatened against the Issuer or the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer or, to the knowledge of the Issuer, the Company.

2.2.11 The Issuer is not, and immediately after receipt of payment for the Shares will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2.12 No broker, finder, or other financial consultant has acted on behalf of or at the direction of the Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

2.2.13 Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).

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2.2.14 In the last five (5) years, none of the Issuer, the Company or, to the Issuer’s knowledge, any of their respective representatives, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns in violation of applicable laws or otherwise violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Isle of Man Bribery Act 2013 or any other local or foreign anti-corruption or bribery law, or (iii) made any other unlawful payment. In the last five (5) years, none of the Issuer, the Company or, to the Issuer’s knowledge, any of their respective representatives has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder any of the Issuer or the Company or assist any of the Issuer or the Company in connection with any actual or proposed transaction. None of the Issuer, the Company or any of their respective representatives will use any proceeds from the sale of the Shares for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity. In the last five (5) years, the operations of each of the Issuer and the Company are and have been conducted at all times in compliance in all material respects 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 federal, state, local, foreign or other governmental, quasi-governmental, regulatory 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 (“Governmental Authority”) that have jurisdiction over the Issuer or the Company. Neither the Issuer nor, to the Issuer’s knowledge, the Company nor any of their respective directors or officers, or any other representative acting on behalf of each of them, is currently (i) identified on any Sanctions Lists, (ii) organized, resident, or located in, or a national of any of the comprehensively sanctioned countries (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each, a “Sanctioned Country”), or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and neither the Issuer nor, to the Issuer’s knowledge, the Company, has directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any subsidiary, joint venture partner or other person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any person currently subject to, or otherwise in violation of, any sanctions administered by OFAC or the U.S. Department of State or other applicable Governmental Authority in the last five (5) years. In the last five (5) years, none of the Issuer, or, to the Issuer’s knowledge, its directors, officers or any other representative acting on behalf of the Issuer, or, to the Issuer’s knowledge, the Company or any of its directors, officers or any other representative acting on behalf of the Company, has engaged in any conduct, activity, or practice that would constitute a violation of any applicable sanctions laws administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority. No Action (as defined in the Business Combination Agreement) involving the Issuer, or, to the Issuer’s knowledge, the Company or any of their respective officers, directors or shareholders with respect to the any of the foregoing is pending or, to the Issuer’s knowledge, threatened. No officer, director or shareholder of the Issuer or, to the Issuer’s knowledge, the Company, is a Public Official. For purposes of this Agreement, “Public Official” means any official or employee of a government or government-owned or controlled entity, or any person acting in an official capacity for or on behalf of any of the foregoing, or an official, agent, officer, employee or representative or any person acting in an official capacity on behalf of a national, supranational, regional or local authority, an agency, department or instrumentality of a government, a judicial body, a public international organization, a political party, or an entity or enterprise with any level of government or state ownership or control, or any political party or party official or candidate for political office and any member of any royal or ruling family.

2.2.15 The Issuer has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Issuer have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

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2.2.16 The Issuer acknowledges that there have been no, and in issuing the Shares the Issuer is not relying on any, representations, warranties, covenants and agreements made to the Issuer by Subscriber, any of its officers, directors or representatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription Agreement.

2.2.17 Upon consummation of the Transactions, the Issuer Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on the NYSE, and the Shares will be approved for listing on the NYSE, subject to official notice of issuance. Immediately following the Closing, the Issuer will comply with the continued listing standards of the NYSE. There is no suit, action, proceeding, or investigation pending or, to the knowledge of Issuer, threatened against Issuer by NYSE or the Commission to prohibit or prejudice the listing of the Issuer Shares on NYSE or the registration of the Issuer Shares under the Exchange Act.

2.2.18 A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer on or prior to the Closing Date (the “Issuer SEC Documents”) is available to the Subscriber via the Commission’s EDGAR system. The Registration Statement (as defined in the Business Combination Agreement), when declared effective by the Commission, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The description of the Company to be included in the Proxy Statement (as defined in the Business Combination Agreement) shall not be materially inconsistent with the information included in the Disclosure Package.

2.2.19 As on the date of this Subscription Agreement, the Issuer has not entered into any subscription agreement, side letter or similar agreement or understanding with any Other Subscriber or any other investor relating to such Other Subscriber’s or other investor’s direct or indirect investment in the Issuer, other than the Business Combination Agreement, the Other Subscription Agreements or any side letter or similar agreement or understanding unrelated to such Shares or whose economic terms and conditions are not materially more advantageous to such Other Subscriber than Subscriber hereunder (other than terms particular to cases where the Other Subscriber is an institution or terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Other Subscription Agreements reflect the same Per Share Purchase Price and other economic terms and conditions with respect to the purchase of Issuer Shares that are not materially more advantageous to such subscriber thereunder than the terms of this Subscription Agreement, other than (i) terms particular to the regulatory requirements of such subscriber or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Issuer Shares, (ii) the alternative settlement mechanics available to investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 3.1.2 hereof and (iii) terms particular to the nature of the relevant Other Subscriber as an institution.

2.2.20 Upon the consummation of the Business Combination, the Issuer will own, directly or indirectly, 100% of the Company, and will have all corporate power and authority to operate the Company.

2.3 GOGN’s Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares at the Closing, GOGN hereby represents and warrants to Subscriber and Issuer and agrees with Subscriber and Issuer as follows:

2.3.1 GOGN is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted in all material respects and to enter into, deliver and perform its obligations under this Subscription Agreement in all material respects.

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2.3.2 This Subscription Agreement (including the transactions contemplated herein) has been duly authorized, executed and delivered by GOGN and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and the Issuer, is the valid and binding obligation of GOGN and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.3.3 The execution, delivery, and performance of this Subscription Agreement (including compliance by GOGN with all of the provisions hereof), issuance and sale of the Shares, and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of GOGN pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which GOGN is a party or by which GOGN is bound or to which any of the property or assets of GOGN is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of GOGN, or prevents, impairs, delays or impedes the legal authority of GOGN to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively, a “GOGN Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of GOGN, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over GOGN or any of its properties that would reasonably be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.4 The authorized share capital of GOGN as of the date of this Subscription Agreement and as of immediately prior to the Closing is $55,500 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”); (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”); and (iii) 5,000,000 preference shares, par value $0.0001 per share (“Preference Shares”). As of the date hereof: (i) no Preference Shares are issued and outstanding; (ii) 28,935,000 Class A Shares are issued and outstanding; (iii) 6,900,000 Class B Shares are issued and outstanding; and (iv) 14,467,500 warrants, each exercisable to purchase one existing Class A Share at $11.50 per share (the “Warrants”) are outstanding. As of the date of this Subscription Agreement, and immediately prior to Closing, except as set forth in the immediately preceding sentence, there are no outstanding (1) shares or other equity interests or voting securities of GOGN (collectively, the “GOGN Equity Interests”), (2) securities of GOGN convertible into or exchangeable for GOGN Equity Interests, or (3) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of GOGN to acquire from any individual, entity or other person, and no obligation of GOGN to issue, any GOGN Equity Interests or securities convertible into or exchangeable or exercisable for GOGN Equity Interests. As of the date of this Subscription Agreement, GOGN has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements to which GOGN a party or by which it is bound relating to the voting of any securities of GOGN, other than (A) as set forth in the GOGN SEC Documents (as defined below) and (B) as contemplated by the Business Combination Agreement or the transactions contemplated herein. There are no securities or instruments issued by or to which GOGN is party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares or the issuance of the Issuer Shares under any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date.

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2.3.5 GOGN has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by GOGN with the Commission on or prior to the date of this Subscription Agreement (the “GOGN SEC Documents”). GOGN has timely filed each GOGN SEC Document that GOGN was required to file with the Commission since its inception and through the date hereof. None of the GOGN SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of GOGN included in the GOGN SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial condition of GOGN as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the GOGN SEC Documents.

2.3.6 GOGN is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of GOGN, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, GOGN is a party or by which GOGN’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over GOGN or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.7 Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber. Neither GOGN nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares (or any portion thereof).

2.3.8 Except for such matters that have not had or would not be reasonably expected to have, individually or in the aggregate, a GOGN Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against GOGN or the Company, or, to the knowledge of GOGN, threatened against GOGN or the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against GOGN or, to the knowledge of GOGN, the Company.

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2.3.9 GOGN is in compliance with all applicable laws, except where such non-compliance would not have a GOGN Material Adverse Effect. Neither GOGN, nor to its knowledge, the Company, has received any written communication from a governmental authority that alleges that GOGN or the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably expected to have, individually or in the aggregate, a GOGN Material Adverse Effect.

2.3.10 GOGN is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or self-regulatory organization in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the Commission, (ii) filings required by applicable securities laws, (iii) any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws, (iv) filings required by the NYSE, and (v) those required to consummate the Transactions as provided under the Business Combination Agreement.

2.3.11 GOGN has not sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does GOGN have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

2.3.12 No broker, finder, or other financial consultant has acted on behalf of or at the direction of GOGN in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

2.3.13 The Class A Shares and Warrants are listed for trading on NYSE. There is no suit, action, proceeding, or investigation pending or, to the knowledge of GOGN, threatened against GOGN by the NYSE or the Commission to prohibit or terminate the listing of the Class A Shares or Warrants on NYSE or to deregister the Class A Shares or Warrants under the Exchange Act, other than as contemplated by the Transactions.

3. Closing Conditions.

3.1.1 Subject to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination), the closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and at a time immediately following the consummation of the Business Combination (the “Closing Date”). Not less than three (3) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied or, if permissible, waived (the “Expected Closing Date”), the Issuer shall provide written notice (or such notice shall be provided on behalf of the Issuer) to Subscriber (the “Closing Notice”) specifying (i) the Expected Closing Date and (ii) the closing bank account details (wire instructions) for delivery of the Purchase Price to the Issuer.

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3.1.2 Subject to the satisfaction or waiver of the conditions set forth in Section 3.1.3, 3.1.4 and 3.1.5 (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement, but without affecting the requirement that such conditions be satisfied or waived at the closing of the Business Combination):

3.1.2.1 Subscriber shall deliver to the Issuer, no later than one (1) Business Day prior to the Expected Closing Date, (i) the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing and (ii) such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8, as applicable. If the Business Combination is not consummated on or prior to the fifth (5^th) Business Day after the Expected Closing Date, promptly but no later than four (4) Business Days thereafter, the Issuer shall promptly return the Purchase Price (which shall not include, for the avoidance of doubt, the accrual of any interest) to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return, unless and until this Subscription Agreement is terminated in accordance with Section 5, Subscriber shall remain obligated to (A) redeliver funds representing the Purchase Price to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately following the consummation of the Business Combination; and

3.1.2.2 the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws or as set forth in a separate written agreement between the Issuer and Subscriber, as applicable), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and (ii) as promptly as practicable after the Closing, a copy of the records of the Issuer’s transfer agent showing Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Closing. Each book entry for the Shares shall contain a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

For purposes of this Subscription Agreement, “Business Day” means any day on which the principal offices of the Commission (as defined herein) in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required to or authorized to close in New York, NY or the Isle of Man; provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. Upon delivery in book-entry form of the Shares to Subscriber (or its nominee, if applicable), the Purchase Price may be released from escrow.

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3.1.3 In addition to the conditions set forth in Section 3.1.5, the obligations of the Issuer to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Issuer in writing) of the conditions that, at the Closing:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date, in each case without giving effect to the consummation of the Transactions;

(ii) Subscriber shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by it at or prior to the Closing;

(iii) all representations and warranties of GOGN contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date, in each case without giving effect to the consummation of the Transactions;

(iv) GOGN shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by it at or prior to the Closing; and

(v) prior to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

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3.1.4 In addition to the conditions set forth in Section 3.1.5, the obligations of Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by Subscriber in writing) of the conditions that, at the Closing:

(i) all representations and warranties of the Issuer and GOGN contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) at and as of the Closing, other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect, GOGN Material Adverse Effect or similar qualification, which representations and warranties shall be true and correct in all respects) as of such date;

(ii) each of the Issuer and GOGN shall have performed or complied in all material respects with all agreements and covenants of this Subscription Agreement required to be performed or complied with by each of them at or prior to the Closing;

(iii) (A) the terms of the Business Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive on the Closing Date under this Subscription Agreement unless Subscriber has consented thereto in writing, and (B) there shall have been no amendment, waiver or modification to any Other Subscription Agreement that materially benefits such Other Subscriber thereunder unless the Subscriber has been offered substantially the same benefits;

(iv) the condition set forth in Section 10.2(f) of the Business Combination Agreement (as set forth in the Business Combination Agreement on the date hereof) shall have been met and not waived by the parties to the Business Combination Agreement; and

(v) no suspension of the qualification of the Issuer Shares or offering or sale in any jurisdiction shall have occurred.

3.1.5 In addition to the conditions set forth in Section 3.1.3 and 3.1.4, respectively, the obligations of each of the Issuer and Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction of the conditions that, at the Closing, (i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription or the Transactions; (ii) the Business Combination shall have been consummated; (iii) the Issuer Shares shall have been approved for listing on the NYSE (or, if the Issuer does not qualify for such market, Nasdaq) as of the Closing Date, subject only to official notice of issuance thereof; and (iv) no suspension of the offering or sale of the Shares shall be in effect, in any jurisdiction, including by the Commission.

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4. Registration Statement.

4.1 The Issuer agrees to use its commercially reasonable efforts to file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Shares within thirty (30) calendar days after the consummation of the Transactions (the “Filing Date”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as promptly as practicable after the filing thereof but no later than the earlier of (i) the sixtieth (60^th) calendar day following the Closing (or ninetieth (90^th) day if the Commission notifies the Issuer that it will review the Registration Statement) and (ii) the fifth (5th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Shares to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided further, that in connection with the foregoing, Subscriber shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least three (3) Business Days in advance of the filing of the Registration Statement, provided that in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. Notwithstanding anything to the contrary in this Subscription Agreement, in no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above. For purposes of this Section 4, “Shares” includes any Issuer Shares or other equity securities of the Issuer issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event.

4.2 At its expense, the Issuer shall:

4.2.1 except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under applicable securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Shares; (ii) the date all Shares held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) two (2) years from the Effectiveness Date;

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4.2.2 advise Subscriber within five (5) Business Days (or such earlier date as specified):

(a) within two (2) Business Days of when a Registration Statement or any post-effective amendment thereto has become effective;

(b) within two (2) Business Days after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(c) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(d) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer or any of its subsidiaries other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Issuer or any subsidiaries, the Issuer shall simultaneously furnish such notice with the Commission pursuant to a Current Report on Form 6-K.

4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

4.2.4 upon the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Issuer Shares are then listed; and

4.2.6 use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Shares contemplated herein.

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4.3 Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Issuer Shares which is equal to the maximum number of Issuer Shares as is permitted by the Commission. In such event, the number of Issuer Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Issuer shall use its commercially reasonable efforts to file with the Commission, as promptly as practicable and as allowed by the Commission, one or more registration statements to register the resale of those Shares that were not registered on the initial Registration Statement, as so amended. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within two (2) Business Days thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act.

4.4 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing or effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event that the Issuer’s board of directors reasonably believes, upon advice of reputable external counsel, would require additional disclosure by the Issuer in the Registration Statement of material information that (x) the Issuer has a bona fide business purpose for keeping confidential or (y) cannot be immediately provided, and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of directors, upon advice of reputable external counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one-hundred-twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt by Subscriber of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in accordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.

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4.5 The Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless Subscriber (to the extent a seller under, or named as a selling shareholder in, the Registration Statement), its officers, directors, partners, members, managers, employees, advisers and agents, and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against all reasonable and documented out-of-pocket losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees in connection with defending any of the foregoing) and expenses (collectively, “Losses”), as incurred, caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Shares by Subscriber.

4.6 Subscriber shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case, to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber, nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Shares by Subscriber.

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4.7 For the purposes of this Subscription Agreement, “Indemnifying Party” shall mean the party with an obligation to indemnify another party pursuant to Section 4.5 or Section 4.6 (as applicable) and “Indemnified Party” shall mean the party seeking indemnification pursuant to Section 4.5 or Section 4.6 (as applicable). The Indemnified Party shall promptly notify the Indemnifying Party in writing of the institution, threat or assertion of any proceeding against the Indemnified Party that the Indemnified Party believes relates to Losses the subject of indemnification pursuant to Section 4.5 or Section 4.6 (as applicable) and of which such Indemnified Party is aware (a “Third Party Proceeding”). In the case of any delay or failure by an Indemnified Party to provide the notice required by the preceding sentence, the obligation of the Indemnifying Party to indemnify the Indemnified Party shall be reduced to the extent that such Indemnifying Party is prejudiced by such delay or failure. The Indemnifying Party will be entitled to participate in any Third Party Proceeding and to assume the defense thereof with counsel it elects, in its sole discretion, and in the event the Indemnifying Party assumes such defense, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that is not both fully resolved or settled (i) in all respects by the payment of money damages alone and no other form of relief (and such money damages are so paid in full by the Indemnifying party pursuant to the terms of such order or settlement) and (ii) with an unconditional release by the claimant or plaintiff of the Indemnified party and its affiliates from all liability in respect to such claim or litigation.

4.8 If the indemnification provided under Section 4.5 or Section 4.6 from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses, 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 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. The amount paid or payable by a party as a result of the Losses referred to above shall be subject to the limitations set forth in Section 4.5 or Section 4.6 and deemed to include any external legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. 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 4.8 from any person who was not guilty of such fraudulent misrepresentation. Subscriber’s obligation to make a contribution pursuant to this Section 4.8 shall be individual, not joint and several, and in no event shall the liability of Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares giving rise to such obligation.

4.9 Subject to receipt from Subscriber by the Issuer and Transfer Agent (as defined below) of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent (which shall not include a legal opinion) in connection therewith, and, if required by the Transfer Agent, an opinion of Issuer’s counsel, in a form reasonably acceptable to the Transfer Agent, Subscriber may request that the Issuer remove any legend from the certificates or book entry position evidencing the Shares within five (5) Business Days of such request and receipt of such representations and other documentation, following the earliest of such time as such Shares are subject to an effective registration statement or have been or are about to be sold pursuant to an effective registration statement. If restrictive legends are no longer required for the Shares pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this section and reasonably promptly following any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such Shares. The Issuer shall be responsible for the fees of the Transfer Agent and counsel to the Issuer associated with such request.

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5. Termination. Except for the provisions of this Section 5 and Section 6, which shall survive any termination hereunder, this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the parties hereto to terminate this Subscription Agreement and (iii) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Share Acquisition Closing Date (as defined in the Business Combination Agreement) and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the Share Acquisition Closing Date, and (iv) at the election in writing of Subscriber, on or after the date nine (9) months from the date hereof, if the Closing shall not have occurred by such date; provided, that nothing herein will relieve any party from liability for any Willful Breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from such breach. For purposes hereof, “Willful Breach” means a breach that is a consequence of an act undertaken or a failure to act by the breaching party hereto with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Subscription Agreement. The Issuer shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement and, upon the termination of this Subscription Agreement in accordance with this Section 5, any monies paid by Subscriber to Issuer in connection herewith shall be promptly (and in any event within three (3) Business Days after such termination) returned to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any interest or deduction for or on account of any tax withholding, charges or set-off, whether or not the Transactions shall have been consummated.

6. Miscellaneous.

6.1.1 Subscriber acknowledges that the Issuer and GOGN will rely on the acknowledgments, understandings, agreements, representations, and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and GOGN if any of the acknowledgments, understandings, agreements, representations, and warranties set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto). The Issuer acknowledges that Subscriber and GOGN will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Issuer contained in this Subscription Agreement. Prior to the Closing, the Issuer agrees to promptly notify Subscriber and GOGN if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Issuer set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto). GOGN acknowledges that Subscriber and the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties made by GOGN contained in this Subscription Agreement. Prior to the Closing, GOGN agrees to promptly notify Subscriber and the Issuer if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of GOGN set forth herein are no longer accurate (subject to any qualification as to materiality or similar qualification applicable thereto).

6.1.2 Each of the Issuer, the Company, Subscriber and GOGN is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

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6.1.3 The Issuer and GOGN may request from Subscriber such additional information as the Issuer and GOGN may deem reasonably necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested, including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8; provided, that (subject to Section 7.2 below) the Issuer and GOGN agree to keep confidential any such information provided by Subscriber, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities, and that Subscriber shall not be obliged to provide any information on its financial situation or its investments.

6.1.4 Except as otherwise provided herein, each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

6.1.5 The Issuer and GOGN acknowledge and agree that, notwithstanding anything herein to the contrary, the Shares may be pledged by the Subscriber in connection with a bona fide margin agreement; provided, however, that any transfer of Shares in connection with an exercise on such pledge shall be deemed a transfer, sale or assignment, as the case may be, of the Shares hereunder.

6.1.6 Each of the Issuer and Subscriber acknowledges and agrees that (a) this Subscription Agreement is being entered into in order to induce the Company to execute and deliver the Business Combination Agreement and without the ability to rely on the representations, warranties, covenants and agreements of the Issuer and Subscriber hereunder after Closing, the Company would not enter into the Business Combination Agreement and (b) each representation, warranty, covenant and agreement of the Issuer and Subscriber hereunder is being made also for the benefit of the Company after Closing.

6.2 Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via an internationally recognized overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) five (5) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(a) if to Subscriber, to such address or addresses set forth on Subscriber’s signature page hereto;

(b) if to the Issuer, to:

“[***]”

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with required copies (which copies shall not constitute notice) to:

“[***]”

(c) if to GOGN, to:

“[***]”

with required copies (which copies shall not constitute notice) to:

“[***]”

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(d) if to the Company, to:

“[***]”

with required copies (which copies shall not constitute notice) to:

“[***]”

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6.3 Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

6.4 Modifications; Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived (i) except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement, or waiver is sought and (ii) without the prior written consent of the Issuer and the Company. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereto or the exercise of any other right or power.

6.5 Assignment. Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to Subscriber hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of the Company and the other parties hereto (other than the Shares acquired hereunder and then only in accordance with this Subscription Agreement). Notwithstanding the foregoing, this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to one or more controlled affiliates of Subscriber or to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Issuer, the Company or GOGN; provided that such assignee(s) agrees in writing pursuant to an agreement reasonably acceptable to the Issuer to be bound by the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section 2.1 and completes Schedule I hereto. Upon such assignment by Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations provided for herein to the extent of such assignment. In the event of such a transfer or assignment, Subscriber shall promptly update and deliver to the Issuer Schedule II to provide the information required therein.

6.6 Benefit.

6.6.1 Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants, and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives, and permitted assigns.

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6.7 Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort, or any other theory) or the negotiation, execution, performance, or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, including its statute of limitations, without giving effect to principles or rules of conflicts of law thereof to the extent they would require or permit the application of laws or statute of limitations of another jurisdiction.

6.8 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

6.9 Severability. If any provision of this Subscription Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

6.10 No Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto in exercising any right, power, or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power, or remedy of such party. No single or partial exercise of any right, power, or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power, or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

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6.11 Remedies.

6.11.1 The parties agree that irreparable damage would occur if any provision of this Subscription Agreement is not performed or the Closing is not consummated in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 6.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the Issuer or GOGN to cause Subscriber and the right of GOGN or Subscriber to cause the Issuer to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to directly enforce each of the covenants and agreements of Subscriber under this Subscription Agreement). The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 6.11 is unenforceable, invalid, contrary to applicable law, or inequitable for any reason, and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

6.11.2 The parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

6.12 Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.13 Survival. All of the representations, warranties, covenants and agreements made by the parties hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur at the time immediately following the consummation of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.

6.14 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, email, or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6.15 Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

6.16 Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation, and agreement of the parties and shall not be construed for or against any party hereto.

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7. Cleansing Statement; Disclosure.

7.1 GOGN shall, by 9:00 a.m., New York time, on the first (1st) Business Day immediately following the date of this Subscription Agreement (but no later than 9:00 a.m., New York time, December 26, 2022), issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing or otherwise making publicly available all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or GOGN or their respective representatives have provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer and GOGN’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Issuer, GOGN or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Issuer or any of its affiliates or agents, relating to the transactions contemplated by this Subscription Agreement.

7.2 Subscriber hereby consents to the publication and disclosure in (i) any press release issued by GOGN, the Issuer or the Company or the Form 8-K filed by GOGN with the Commission in connection with the execution and delivery of the Business Combination Agreement, the proxy statement/Registration Statement on Form F-4, or any other filing with the Commission pursuant to applicable securities laws, in each case, as and to the extent required by the federal securities laws or the Commission or any other securities authorities, and (ii) any other documents or communications provided by GOGN, the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority or NYSE, of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements, and understandings under and relating to this Subscription Agreement and, if deemed required by GOGN, the Issuer and/or the Company, a copy of this Subscription Agreement. Other than as set forth in the immediately preceding sentence or as otherwise may be required by the Commission or NYSE, without such Subscriber’s prior written consent, the Issuer will not use or disclose the name of such Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to the Issuer’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential; or (ii) use the name of such Subscriber or any of its affiliates or advisors in any press release issued in connection with the Transactions, other than to the extent such disclosure is substantially equivalent to the information that has previously been made public in accordance with this Section 7.2. Subscriber will promptly provide any information reasonably requested by GOGN, the Issuer and/or the Company that is required for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission); provided that such information shall be kept confidential, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities, and that Subscriber shall not be obliged to provide any information on its financial situation or its investments.

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8. Trust Account Waiver. Subscriber acknowledges that GOGN has established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber agrees that (i) it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest, or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of GOGN, including any redemption right with respect to any such securities of GOGN. In the event Subscriber has any Claim against GOGN under this Subscription Agreement, Subscriber shall pursue such Claim solely against GOGN and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by GOGN to induce GOGN to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to GOGN all of its legal fees and costs in connection with any such action in the event that GOGN prevails in such action or proceeding.

9. Rule 144.

9.1 From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell the Shares without registration under the Securities Act are available to Subscriber and for so long as Subscriber holds the Shares, for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, the Issuer agrees to take commercially reasonable efforts to:

9.1.1 make and keep public information available, as those terms are understood and defined in Rule 144;

9.1.2 file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144; and

9.1.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.

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9.2 In connection with any sale or other disposition of the Shares by Subscriber pursuant to Rule 144 or other exemption from the registration requirements of the Securities Act and upon compliance by Subscriber with the requirements of this Section 9.2, if requested by Subscriber and if in the opinion of counsel to the Issuer, it is then permissible to do so, the Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove the legend set out in Section 3.1.2.2 related to the book entry account holding such Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) Business Days of any such request therefor from Subscriber; provided that the Issuer and the Transfer Agent have timely received from Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Such aforementioned request may be made by Subscriber, following the earlier of such time as such Shares (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 or other exemption from registration. Notwithstanding the foregoing, the Issuer will not be required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes, upon advice of reputable external legal counsel, that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.

10. Separate Obligations. The obligations of the Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and no Subscriber shall be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase the Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber, shall be deemed to constitute Subscriber or any Other Subscribers under the Other Subscription Agreements as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber or any Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Issuer, GOGN and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth above.

ISSUER:

LIFEZONE METALS LIMITED

By:

Name:

Title:

GOGN:

GOGREEN INVESTMENTS CORPORATION

By:

Name:

Title:

[Signature Page to Subscription Agreement]

Accepted and agreed this             day of              , 2022.

SUBSCRIBER:
Signature of Subscriber:	Signature of Joint Subscriber, if applicable:

By:	By:
Name:	Name:
Title:	Title:

Date:              , 2022
Name of Subscriber:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above.)	(Please print. Please indicate name and capacity of person signing above.)
Name in which securities are to be registered (if different from the name of Subscriber listed directly above.)
Email Address: If there are joint investors, please check one: ☐    Joint Tenants with Rights of Survivorship ☐    Tenants-in-Common ☐    Community Property
Subscriber’s EIN:                                                                     Business Address-Street: City, State, Zip Attn:                                                                                          Telephone No.:                                                                        Facsimile No.:	Joint Subscriber’s EIN:                                                            Mailing Address-Street (if different): City, State, Zip Attn:                                                                                           Telephone No.:                                                                         Facsimile No.:
Aggregate Number of Shares subscribed for:
Aggregate Purchase Price: $

You must pay the Purchase Price by wire transfer of U.S. $ in immediately available funds, to be held in escrow until the Closing, to the account specified by the Issuer in the Closing Notice.

[Signature Page to Subscription Agreement]

Schedule I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in Part A and the applicable box in Part B below.

A. ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

1. ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ☐ We are not a natural person.

*** AND ***

B. AFFILIATE STATUS
(Please check the applicable box)

SUBSCRIBER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.

Rule 501(a) of Regulation D under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

☐ Any broker or dealer registered pursuant to section 15 of the Exchange Act;

☐ Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

☐ Any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

☐ Any insurance company as defined in section 2(a)(13) of the Securities Act;

☐ Any investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of the Investment Company Act;

☐ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act;

☐ Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;

☐ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, partnership, or limited liability company, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and with total assets in excess of $5,000,000;

☐ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D;

☐ Any entity in which all of the equity owners are “accredited investors.”

☐ Any entity, of a type not listed in paragraphs (a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) of Rule 501(a) of Regulation D under the Securities Act, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

☐ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

☐ Any “family client,” as defined under the Investment Advisers Act, of a family office meeting the requirements in the previous paragraph and whose prospective investment in the issuer is directed by such family office pursuant to the previous paragraph.

Schedule II

SCHEDULE OF TRANSFERS

Subscriber’s Subscription was in the amount of _________________ Issuer Shares. The following transfers of the Subscription have been made:

Date of Transfer Transferee Number of Shares
Transferred Subscriber Revised
Subscription Amount for
Shares

Signature of Subscriber:
[SUBSCRIBER]
By:
	Name:
	Title:

EX-10.6

Exhibit 10.6

FORM OF

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among Lifezone Metals Limited, an Isle of Man company (“Holdings”), GoGreen Sponsor 1 LP (the “Sponsor” and, together with the equityholders designated as Legacy GoGreen Holders on Schedule A hereto, the “Legacy GoGreen Holders”), the equityholders of Lifezone Holdings Limited (the “Company”), an Isle of Man company, designed as Legacy Lifezone Holders on Schedule B hereto (each such party a “Legacy Lifezone Holder”, and together with the Legacy GoGreen Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), and, for the limited purpose set forth in Section 5.4 of this Agreement, GoGreen Investments Corporation, a Cayman Islands exempted company (“GoGreen”).

RECITALS

WHEREAS, Holdings, GoGreen, Sponsor, [Aqua Merger Sub], a Cayman Islands exempted company (“Merger Sub”), the Company, and certain other parties thereto have entered into that certain Business Combination Agreement, dated as of December [●], 2022 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, (i) GoGreen will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger and the security holders of GoGreen receiving ordinary shares, par value $0.0001, of Holdings (the “Holdings Ordinary Shares”), and (ii) Holdings will acquire all of the issued and outstanding share capital of the Company from the Legacy Lifezone Holders, the consideration of which will be, among other things, Holdings Ordinary Shares, such that the Company will become a direct wholly owned subsidiary of Holdings (the “Share Acquisition”);

WHEREAS, on or about the date hereof, each Holder designated as a Lock-Up Holder on Schedule C hereto (each, a “Lock-Up Holder”) is entering into a lock-up agreement with Holdings (each, a “Lock-Up Agreement”), pursuant to which each Lock-Up Holder agrees not to transfer certain Holdings Ordinary Shares for a period of time following the Share Acquisition Closing (as defined below), subject to exceptions specified therein;

WHEREAS, GoGreen and Sponsor entered into that certain Registration Rights Agreement, dated as of October 20, 2021 (the “Prior Agreement”);

WHEREAS, Section 5.5 of the Prior Agreement provides that any provision, covenant or condition of the Prior Agreement can be amended or modified upon the written consent of GoGreen and Holders (as such term is used in the Prior Agreement) of at least a majority in interest of the Registrable Securities (as such term in used in the Prior Agreement);

WHEREAS, Sponsor owns a majority in interest of the Registrable Securities (as such term is used in the Prior Agreement);

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WHEREAS, each of GoGreen and Sponsor intends for its entry into this Agreement to constitute written consent pursuant to Section 5.5 of the Prior Agreement to amend the entirety of the Prior Agreement to provide for its termination without giving effect to the terms providing for the survival of certain provisions thereof as set forth in Section 5.7 (Term) of the Prior Agreement, with such termination effective as of the date hereof, in order to provide for the terms and conditions included herein;

WHEREAS, GoGreen and Sponsor are parties to that certain Placement Unit Subscription Agreement, dated as of October 20, 2021, pursuant to which the Sponsor purchased, among other things, an aggregate of 667,500 warrants to purchase ordinary shares of GoGreen (each, a “Placement Warrant” and collectively, the “Placement Warrants”) in a private placement transaction that occurred simultaneously with the closing of GoGreen’s initial public offering (the “Private Placement”);

WHEREAS, concurrently with the execution of this Agreement, Sponsor, Holding and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, have entered into an Assignment, Assumption and Amendment Agreement that provides, among other things, the Private Warrants will no longer be exercisable for ordinary shares of GoGreen but instead will be exercisable for the same number Holdings Ordinary Shares;

WHEREAS, the parties hereto are entering into this Agreement concurrently with and, effective as of and contingent upon, the Share Acquisition Closing; and

WHEREAS, Holdings and the Holders desire to enter into this Agreement, pursuant to which Holdings shall grant the Holders certain registration rights with respect to certain securities of Holdings, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board or the chairman, chief executive officer or principal financial officer of Holdings (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, and (c) Holdings has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

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“Board” shall mean the board of directors of Holdings.

“Business Combination Agreement” shall have the meaning given in the Recitals.

“Business Days” shall have the meaning given in the Business Combination Agreement.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in Section 2.1.1 of this Agreement.

“Demanding Holder” shall have the meaning given in Section 2.1.1 of this Agreement.

“GoGreen” shall have the meaning given in the Preamble.

“Holder” or “Holders” shall have the meaning given in the Preamble.

“Holdings” shall have the meaning given in the Preamble.

“Holdings Ordinary Shares” shall have the meaning given in the Recitals.

“Legacy GoGreen Holders” shall have the meaning given in the Preamble.

“Legacy Lifezone Holders” shall have the meaning given in the Preamble.

“Lock-Up Holder” shall have the meaning given in the Recitals.

“Lock-Up Agreement” shall have the meaning given in the Recitals.

“Long Form Registration” shall have the meaning given in Section 2.1.1 of this Agreement.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.4 of this Agreement.

“Merger Sub” shall have the meaning given in the Recitals.

“Misstatement” shall mean in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

“Permitted Transferees” shall mean any person or entity to whom a Lock-Up Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Private Placement Lock-Up Period or the lock-up period in the applicable Lock-Up Agreement, as applicable, and any other applicable agreement between such Lock-Up Holder and Holdings, and to any transferee thereafter.

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“Piggyback Registration” shall have the meaning given in Section 2.2.1 of this Agreement.

“PIPE Subscription Agreements” shall have the meaning given to the term “Subscription Agreements” in the Business Combination Agreement.

“Placement Warrant” or “Placement Warrants” shall have the meaning given in the Recitals.

“Prior Agreement” shall have the meaning given in the Recitals.

“Private Placement” shall have the meaning given in the Recitals.

“Private Placement Lock-Up Period” shall mean, with respect to the Placement Warrants or Holdings Ordinary Shares for which Placement Warrants are exercisable that are held by the Sponsor or its Permitted Transferees, the date that is thirty (30) days after the Share Acquisition Closing.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any Holdings Ordinary Shares held by a Holder immediately following the Share Acquisition Closing, (b) the Placement Warrants and Holdings Ordinary Shares issued or issuable upon the exercise of the Placement Warrants and (c) any other securities set forth on Schedule A (including any warrants, shares of capital stock or other securities of Holdings issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Holdings Ordinary Shares), solely to the extent a Holder actually holds such Holdings Ordinary Shares at the relevant time; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by Holdings and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration, including pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses relating to a Registration, including, without limitation, the following:

(a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which Holdings Ordinary Shares are then listed;

(b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

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(c) printing, messenger, telephone and delivery expenses;

(d) reasonable fees and disbursements of counsel for Holdings;

(e) reasonable fees and disbursements of all independent registered public accountants of Holdings incurred specifically in connection with such Registration; and

(f) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this 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.

“Requesting Holder” shall have the meaning given in Section 2.1.1 of this Agreement.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Share Acquisition” shall have the meaning given in the Recitals.

“Share Acquisition Closing” shall have the meaning given to such term in the Business Combination Agreement.

“Shelf Offering”, “Shelf Offering Request” and “Shelf Offering Notice” shall have the meaning given in Section 2.3.1(b) of this Agreement.

“Shelf Registration” and “Shelf Registration Statement” shall have the meaning given in Section 2.3.1 of this Agreement.

“Short Form Registration” shall have the meaning given in Section 2.3 of this Agreement.

“Sponsor” shall have the meaning given in the Preamble.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of Holdings are sold to one or more Underwriters in a firm commitment underwriting for distribution to the public.

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Article II
REGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of Section 2.1.4 hereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.2.5 hereof and been declared effective by the Commission, at any time and from time to time on or after the date on which the Shelf Registration Statement ceases to be effective, Holders of at least a majority in interest of the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Holdings shall, promptly following Holdings’ receipt of a Demand Registration and, in any event, within twenty (20) days of its receipt of such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify Holdings, in writing, within five (5) Business Days after the receipt by the Holder of the notice from Holdings. Upon receipt by Holdings of any such written notification from a Requesting Holder(s) to Holdings, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and Holdings shall effect, as soon thereafter as reasonably practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Holdings shall not be obligated to effect more than an aggregate of four (4) Registrations pursuant to a Demand Registration under this Section 2.1.1 with respect to any or all Registrable Securities. 

2.1.2 Effective Registration. Notwithstanding the provisions of Section 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (b) Holdings has complied with all of its obligations under this Agreement with respect thereto; provided that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify Holdings in writing, but in no event later than five (5) days of such election; provided further that Holdings shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of Section 2.1.4 hereof, if a majority-in-interest of the Demanding Holders so advise Holdings as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

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2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises Holdings, 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 Holdings Ordinary Shares or other equity securities that Holdings desires to sell and Holdings Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggyback registration rights held by any other shareholders who desire to sell, 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 Holdings shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that 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), Holdings Ordinary Shares or other equity securities that Holdings desires to sell, 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), Holdings Ordinary Shares or other equity securities of other persons or entities that Holdings is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to Holdings and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration at least three (3) Business Days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement (but subject to Section 3.2), Holdings shall be responsible for up to $100,000 of the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this Section 2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the date hereof, Holdings proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of persons other than the Holders of Registrable Securities, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdings’ existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdings, (d) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), (e) for an “at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal or (f) for a dividend reinvestment plan, then Holdings shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (i) 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, in such offering, and (ii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three (3) Business Days (unless such offering is an overnight or bought Underwritten Offering, then two (2) Business Days), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). Holdings shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdings included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Holdings. Holdings may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises Holdings and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Holdings Ordinary Shares that Holdings desires to sell, taken together with (a) Holdings Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (c) Holdings Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of Holdings, exceeds the Maximum Number of Securities, then:

(i) If the Registration is undertaken for Holdings’ account, Holdings shall include in any such Registration: (A) first, Holdings Ordinary Shares or other equity securities that Holdings 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 Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof, Pro Rata, 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), Holdings Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other shareholders of Holdings, which can be sold without exceeding the Maximum Number of Securities; or

(ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then Holdings shall include in any such Registration: (A) first, Holdings Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, 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 Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, Pro Rata, 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), Holdings Ordinary Shares or other equity securities that Holdings 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), Holdings Ordinary Shares or other equity securities for the account of other persons or entities that Holdings is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Holdings and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. Holdings (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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (but subject to Section 3.2), Holdings shall be responsible for up to $100,000 the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

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2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.2.5 Shelf Registrations.

(a) Holdings shall as soon as reasonably practicable, but in any event within thirty (30) days after the Share Acquisition Closing, file with the Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing). Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and once effective, Holdings shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law.

(b) In the event that a Shelf Registration Statement is effective, Holders of Registrable Securities shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect. The applicable Holders shall make such election by delivering to Holdings a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering and the expected price range (net of underwriting discounts and commissions) of such offering (the “Shelf Offering”). The applicable Holders shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to Holdings’ prior approval which shall not be unreasonably withheld, conditioned or delayed. In the case of an Underwritten Takedown, as promptly as reasonably practicable, but no later than two (2) Business Days after receipt of a Shelf Offering Request, Holdings shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other Holders of Shelf Registrable Securities. Holdings shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to Holdings for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five (5) Business Days after the receipt of the Shelf Offering Notice. Holdings shall, as expeditiously as possible, use its commercially reasonable efforts to facilitate such Shelf Offering.

(c) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to Holdings a Shelf Offering Request no later than two (2) Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2.3.1(a), Holdings shall use its reasonable efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable to the extent necessary in order to enable such offering to take place in accordance with the terms of this Agreement.

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(d) Holdings shall, at the reasonable request of Holders representing a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments, or incorporation by reference any required information and otherwise take any action necessary to include therein all disclosure and language deemed reasonably necessary or advisable by such Holders to effect such Shelf Offering.

2.2.6 Priority on Shelf Offerings. Subject to the provisions of Section 2.1.4 hereof, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.5 to Form F-3 (or any successor provision thereto), Holdings shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form F-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

2.3 Restrictions on Registration Rights. If: (a) during the period starting with the date sixty (60) days prior to Holdings’ good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Holdings-initiated Registration and provided that Holdings has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten Registration and Holdings and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment of the Board such Demand Registration would be seriously detrimental to Holdings and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case Holdings shall furnish to such Holders a certificate signed by the Chairman of the Board or another authorized representative of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to Holdings for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, Holdings shall have the right to defer such filing pursuant to this Section 2.3 for a period of not more than thirty (30) days; provided, however, that Holdings shall not defer its obligation in this manner more than once in any 12-month period.

Article III
HOLDINGS PROCEDURES

3.1 General Procedures. If at any time on or after the date hereof Holdings is required to effect the Registration of Registrable Securities, Holdings shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto Holdings shall, as soon as reasonably possible:

3.1.1 prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding or no longer constitute Registrable Securities (such period, the “Effectiveness Period”);

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3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by Holdings 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 or are no longer outstanding or no longer constitute Registrable Securities;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, 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 and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided, that Holdings will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (a) 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 (b) 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 Holdings 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 Holdings 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;

3.1.5 use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by Holdings are then listed;

3.1.6 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;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening in writing of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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3.1.8 during the Effectiveness Period, furnish a conformed copy of each 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, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel; provided, that Holdings will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, subject to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause Holdings’ officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to Holdings, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from Holdings’ independent registered public accountants, in the event of an Underwritten Registration, 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 a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an Underwritten Registration, obtain an opinion, dated such date, of counsel representing Holdings for the purposes of such Registration, addressed to the Holders and the Underwriters, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders or Underwriters may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 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(s) of such Underwritten Offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of Holdings’ first (1^st) full calendar quarter after the effective date of the Registration 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 Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of Holdings to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and

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3.1.16 otherwise, in good faith, cooperate with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. Up to $100,000 of the Registration Expenses of all Registrations in the aggregate shall be borne by Holdings. It is acknowledged by the Holders that the Holders 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 and documented fees and expenses of any external legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of Holdings pursuant to a Registration initiated by Holdings hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by Holdings and (ii) completes and executes all questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other documents as may be required under the terms of such underwriting arrangements and that are reasonable or otherwise customary.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from Holdings 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 Registration Statement or Prospectus correcting the Misstatement (it being understood that Holdings hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by Holdings that the use of the Registration Statement or 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 Holdings to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to Holdings for reasons beyond Holdings’ control, Holdings 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 pursuant to this Section 3.4 for the shortest period of time, but in no event more than one hundred eighty (180) days. In the event Holdings exercises its rights under the preceding sentence, each Holder agrees (a) to suspend, immediately upon their receipt of the notice referred to above, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities and (b) that it will maintain the confidentiality of information included in such written notice delivered by Holdings unless otherwise required by law or subpoena. Holdings shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. If so directed by Holdings, the Holders will deliver to Holdings or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (i) to the extent the Holders are required to retain a copy of such Prospectus (A) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data backup.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, Holdings, 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 Holdings after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. Holdings further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Holdings Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to Holdings), including providing any customary legal opinions. Upon the request of any Holder, Holdings shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

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Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 Holdings agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, advisors, agents, representatives and each person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses (including reasonable and documented external attorneys’ fees) caused by any Misstatement, except insofar as the same are arising out of, based on or contained in any information furnished in writing to Holdings by such Holder expressly for use therein. Holdings shall indemnify the Underwriters, their officers and directors and each person who controls (within the meaning of the Securities Act) such Underwriters to the same extent as provided in the foregoing with respect to the indemnification of the Holders.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to Holdings in writing such information and affidavits as Holdings reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify Holdings, its directors, officers, employees, advisors, representatives and agents and each person who controls (within the meaning of the Securities Act) Holdings against any losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented external attorneys’ fees) caused by any Misstatement is contained in any information or affidavit so furnished in writing by 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 (within the meaning of the Securities Act) such Underwriters to the same extent as provided in the foregoing with respect to indemnification of Holdings.

4.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it 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) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. Holdings and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event Holdings’ or such Holder’s indemnification is unavailable for any reason.

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4.1.5 If the indemnification provided under Section 4.1 hereof 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 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability except in the case of fraud or willful misconduct by such Holder. 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 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 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 4.1.5. 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 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.1 Notices. All notices, demands, requests, consents, approvals or waivers and other communications required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (having obtained electronic delivery confirmation thereof), (c) by reputable, nationally recognized overnight courier service providing evidence of delivery, or (d) by registered or certified mail, pre-paid and return receipt requested. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the second (2nd) business day following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation, and in the case of notices delivered by email, at such time as it is successfully transmitted to the addressee.  Any notice or communication under this Agreement must be addressed to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

To Holdings:

[***]

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

[***]

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To Sponsor:

[***]

To a Holder: to the address set forth beside such Holder’s name on Schedule A or Schedule B hereto, as applicable.

To a Lock-Up Holder: to the address set forth beside such Lock-Up Holder’s name on Schedule C hereto.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of Holdings hereunder may not be assigned or delegated by Holdings in whole or in part.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate Holdings unless and until Holdings shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Holdings, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

5.4 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. Without limiting the generality of the foregoing, GoGreen and Sponsor hereby agree that the Prior Agreement is hereby terminated without giving effect to the terms providing for the survival of certain provisions thereof as set forth in Section 5.7 (Term) of the Prior Agreement and of no further force or effect.

5.5 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

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5.6 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE HOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

5.7 Amendments and Modifications. Upon the written consent of Holdings and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of Holdings, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected; provided further that no consent of any holder of piggyback registration rights shall be required with respect to any such waiver, amendment or modification, except with respect to any waiver, amendment or modification that adversely affects such holder of Piggyback Registration rights, solely in its capacity as a holder of Registrable Securities, in a manner that is materially different from the other Holders (in such capacity). No course of dealing between any Holder or Holdings and any other party hereto or any failure or delay on the part of a Holder or Holdings in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or Holdings. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Any amendment, termination, or waiver effected in accordance with this Section 5.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination, or waiver.

5.8 Other Registration Rights. Holdings represents and warrants that no person, other than a holder of (i) Registrable Securities or (ii) securities of Holdings that are registrable in pursuant to the PIPE Subscription Agreements, has any right to require Holdings to register any securities of Holdings for sale or to include such securities of Holdings in any Registration by Holdings for the sale of securities for its own account or for the account of any other person. Further, Holdings represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.9 Scope of the Holders’ Obligations. In this Agreement, (a) any obligation, covenant, representation or warranty, indemnity, liability or other requirement provided by or in respect of any Holder shall be on a several basis (not jointly and not jointly and severally) as to such Holder and only pertain to it, (b) each Holder shall be liable for its own breaches and (c) no party hereto shall be entitled to recover more than once (i.e., “double recovery”) for the same loss or losses even in the event of breaches by multiple Holders.

5.10 Term. This Agreement shall terminate upon the earlier of (a) the tenth (10^th) anniversary of the date of this Agreement and (b) the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive any termination.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

HOLDINGS:

LIFEZONE METALS LIMITED

By:

Name:

Title:

GOGREEN:

GOGREEN INVESTMENTS CORPORATION

By:

Name:

Title:

SPONSOR:

GOGREEN SPONSOR 1 LP

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LEGACY GOGREEN HOLDERS:

[●]

By:

Name:

Title:

LEGACY LIFEZONE HOLDERS:

[●]

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

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SCHEDULE A

Legacy GoGreen Holders

Holder Address Number of Holdings Ordinary Shares

[Schedule A to Registration Rights Agreement]

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SCHEDULE B

Legacy Lifezone Holders

Holder Address Number of Holdings Ordinary Shares

[Schedule B to Registration Rights Agreement]

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SCHEDULE C

Lock-Up Holders

Holder Address Number of Holdings Ordinary Shares

[Schedule C to Registration Rights Agreement]

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EX-10.7

Exhibit 10.7

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

(WARRANT AGREEMENT)

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among GoGreen Investments Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Lifezone Metals Limited, an Isle of Man Company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 20, 2021 and filed with the United States Securities and Exchange Commission on October 26, 2021 (including the exhibits thereto, the “Existing Warrant Agreement”), pursuant to which the Company has issued warrants (collectively, the “Warrants”) to purchase 14,467,500 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”);

WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement and capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS, on [●], 2022, the Company, Holdings, Lifezone Holdings Limited, an Isle of Man company (“LHL”), [Aqua Merger Sub], a Cayman Islands exempted company (“Merger Sub”), and certain other persons and entities entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other things, the Company will merge with and into Merger Sub (the “Merger”), as a result of which the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company, and each issued and outstanding ordinary share of the Company shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive an ordinary share of Holdings par value $0.0001 per share (a “Holdings Ordinary Share”);

WHEREAS, upon consummation of the Merger, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for the same number of Holdings Ordinary Shares;

WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Existing Warrant Agreement);

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdings; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein, or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders under the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

1. Assignment and Assumption; Consent.

1.1 Assignment and Assumption. The Company hereby assigns to Holdings all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Holdings hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.

1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Holdings pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and the assumption of the Existing Warrant Agreement by Holdings from the Company pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement. The Warrant Agent hereby ratifies the appointment set forth in Section 1 of the Existing Warrant Agreement (as amended hereby).

2. Amendment of Existing Warrant Agreement.

The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders under the Existing Warrant Agreement:

2.1 Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “GoGreen Investments Corporation, a Cayman Islands Corporation.” and replacing it with “Lifezone Metals Limited, an Isle of Man Company”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Lifezone Metals Limited rather than GoGreen Investments Corporation.

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2.2 Recitals. The recitals beginning on page one of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS, on October 20, 2021, GoGreen Investments Corporation (“GoGreen”) entered into that certain Placement Unit Subscription Agreement, with GoGreen Sponsor 1 LP, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 1,335,000 units for an aggregate purchase price of $13,350,000 (“Placement Units”), each unit consisting of one Class A ordinary share (as defined below) (“Placement Shares”) and one-half of one redeemable warrant to purchase one Placement Share (the “Placement Warrants”) of GoGreen, and, in connection therewith, GoGreen issued and delivered 667,500 Placement Warrants bearing the legend set forth in Exhibit Bhereto simultaneously with the closing of the Offering (as defined below), included as part of the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one Placement Share at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, in order to finance GoGreen’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving GoGreen and one or more businesses (a “Business Combination”), the Sponsor, members of the GoGreen’s management team or any of their respective affiliates or third parties may, but are not obligated to, loan GoGreen funds as GoGreen may require, of which up to $1,500,000 of such loans may be convertible into Units (as defined below) at a price of $10.00 per Unit, each Unit consisting of one Class A ordinary share (as defined below) and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Loan Warrants”);

WHEREAS, in order to extend the period of time to consummate a business combination by an additional three months, the Sponsor (or its designees) must deposit into the trust account additional funds of $2,760,000 ($0.10 per unit), for each of the available three-month extensions, for a total payment of up to $5,520,000 ($0.20 per unit), in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible into Units at a price of $10.00 per Unit (the “Extension Loan Units”), each Unit consisting of one Class A ordinary share (the “Extension Loan Shares”) and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Extension Loan Warrants”);

WHEREAS, on October 25, 2021, GoGreen consummated a public offering (the “Offering”) of units of the GoGreen’s equity securities, each such unit comprised of one Class A ordinary share and one-half of one Public Warrant (as defined below) (the “Public Units”, and together with the Placement Units, the “Units”) and, in connection therewith, issued and delivered 13,800,000 redeemable warrants to public investors in the Offering as part of the Units (the “Public Warrants” and, together with the Placement Warrants, the Loan Warrants, and the Extension Loan Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of GoGreen, par value $0.0001 per share (“Class A ordinary shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

WHEREAS, GoGreen has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-256781 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units, the Public Warrants, the Class A ordinary shares included in the Units and the Class A ordinary shares underlying the Public Warrants;

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WHEREAS, GoGreen, the Company and LHL are parties to that certain Business Combination Agreement, dated as of [13], 2022 (the “Business Combination Agreement”), which provides for, among other things, the merger of GoGreen with and into the Merger Sub, with Merger Sub surviving (the “Merger”), pursuant to which each outstanding Class A ordinary shares will be automatically converted into one newly issued ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”);

WHEREAS, on [●], 2023, the Company, GoGreen and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, GoGreen assigned all of GoGreen’s right, title and interest in and to this Agreement to the Company, and the Company assumed all of GoGreen’s liabilities and obligations under this Agreement;

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and the terms of this Agreement (as amended by the Warrant Assumption Agreement), each Public Warrant and each Placement Warrant has been converted into the right to purchase one Ordinary Share rather than one Class A ordinary share;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

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

2.3 Reference to Class A Ordinary Shares. All references to “Class A ordinary shares” in the Existing Warrant Agreement (including all Exhibits thereto but excluding the recitals thereto) shall mean “Ordinary Shares”.

2.4 Appointment of Warrant Agent. Section 1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“On October 20, 2021, GoGreen appointed the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent accepted such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.”

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2.5 Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.6 Placement Warrants; Loan Warrants; Extension Loan Warrants. The first sentence of Section 2.6.1 of the Existing Warrant Agreement shall be amended by deleting the phrase “until thirty (30) days after the completion by the Company of an initial Business Combination;” and replacing it with “[●], 2023;”². Section 2.6.1 of the Existing Warrant Agreement shall be amended by deleting clauses (g) and (h) and inserting the word “or” between clauses (e) and (f) of such Section.

2.7 Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on [●]³, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on [●]⁴, and (y) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available.”

2.8 Extraordinary Dividends. Section 4.1.2 of the Existing Warrant Agreement is hereby amended by adding the word “or” before clause (b) of such Section and deleting clauses (c), (d) and (e) of such Section.

2.9 Raising of Capital in Connection with the Initial Business Combination. Section 4.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.10 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

Lifezone Metals Limited
22 Chancery Lane

London WC2A 1LS

United Kingdom

Attn: Christopher Showalter and Keith Liddell

Email: chris.showalter@kabanganickel.com and keith.liddell@kabanganickel.com

3. Miscellaneous Provisions.

3.1 Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

² Date that is 30 days from the date of the Share Acquisition Closing (as defined in the Business Combination Agreement).

³ Date that is 30 days from the date of the Share Acquisition Closing (as defined in the Business Combination Agreement).

⁴ Date that is five years from the date of the Share Acquisition Closing (as defined in the Business Combination Agreement).

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3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

3.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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

3.5 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders.

3.6 Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

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

3.8 Entire Agreement; Reference to and Effect on Agreements. The Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. Any references to “this Agreement” in the Existing Warrant Agreement will mean the Existing Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Existing Warrant Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.

GOGREEN INVESTMENTS CORPORATION,
by
	Name:
	Title:
LIFEZONE METALS LIMITED,
by
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
by
	Name:
	Title:

[Signature Page to Assignment, Assumption and Amendment Agreement]

EX-99.1

Exhibit 99.1

Joint Press Release

Lifezone Metals, developer of cleaner metals for EV batteries, to become first nickel resource and green technology company listed on NYSE via combination with GoGreen Investments (NYSE: GOGN)

Highlights

● Controlling interest in one of world’s largest and highest-grade undeveloped nickel deposits offers new resource of more sustainable metals, addressing critical supply deficit for EV batteries.

● Proprietary hydromet mineral processing technology has potential to significantly reduce carbon emissions in battery metals refining compared to traditional smelting and refining.

● Positioned to capitalize on strong demand for battery grade and responsibly sourced nickel from OEMs and other manufacturers of electric vehicles and batteries globally.

● Potential to create a more reliable nickel supply chain for the U.S. and Europe.

● IN EXCESS OF $70 MILLION IN A fully committed common equity private placement (“PIPE”) at $10 per share anchored by strategic and institutional investors,with additional commitments subject to agreement.

● Pro forma equity value of the combined company would be approximately $ 1 billion¹.

December 13, 2022, 6:03AM Eastern Standard Time

NEW YORK, Dec. 13, 2022 (GLOBE NEWSWIRE) --  Lifezone Metals, a developer of cleaner battery metals, today announced it has entered into a definitive agreement for a business combination with GoGreen Investments (NYSE:GOGN), a publicly-listed special acquisition company (SPAC).

The transaction will create the first nickel resource and green technology company listed on the New York Stock Exchange (NYSE). Upon completion of the proposed transaction, the combined company will operate under the “Lifezone Metals” name and be listed on the NYSE under the ticker symbol “LZM”.

Lifezone Metals (or “Lifezone”) pairs one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with proprietary green-processing technology, to produce cleaner metals in support of growing demand for batteries used in electric vehicles (EVs), fuel cell vehicles (FCVs) and energy storage.

“Lifezone is bringing to market an economic solution that aims to reduce the impact on the climate at a time when there is a clear imbalance between supply and demand for responsibly sourced battery materials,” said John Dowd, GoGreen Investments’ CEO. “The company is developing what it believes will be one of the cleanest, most socially responsible nickel production facilities in the world. The propriety technology has the potential to significantly lower the cost, as well as the environmental and climate footprint, of mineral processing.”

1 Assumes no redemptions by GOGN’s public shareholders and $33 million in estimated transaction fees; excludes impact of GOGN sponsor 5-year earnout of 0.86MM shares with a vesting price of $14.00 and 0.86MM shares with a vesting price of $16.00.

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Lifezone Metals founder, Keith Liddell added: “As the world shifts towards EVs, Lifezone aims to prove that greener, more affordable solutions for the energy transition are indeed possible. Preparing for the demand for battery metals to support production of the estimated 325 million EVs on the road by 2030² needs to start now – as automakers have reportedly stated the battery metals they use have to be low-carbon. Our partnership with BHP, a leading global resources company, supports the development of the Kabanga nickel project through additional funding and also gives us world-class experience and expertise to execute and scale.

We believe GoGreen management’s executive experience in building, growing and operating clean tech businesses provides critical insights for Lifezone as we move towards project execution and technology growth potential.”

The transaction values the combined company at a pro forma implied equity value of approximately $1.0 billion¹ with total net proceeds of $318 million¹. Including the net proceeds from the transaction and existing cash on Lifezone’s balance sheet, Lifezone would have over $357 million^1,3 of cash at transaction close, which is expected to help fund the company’s future growth and transition into its commercialization phase in 2026.

Concurrently with the consummation of the transaction, new strategic and institutional investors have committed in excess of $70 million in a common equity PIPE at $10 per share, with additional commitments subject to agreement. GoGreen and Lifezone will opportunistically consider additional PIPE commitments prior to the closing of the business combination.

Chris Showalter, CEO of Lifezone, will continue as CEO. Keith Liddell, founder of Lifezone, will serve as the Chairman of the Lifezone Metals Board, and Michael Sedoy, CFO of GoGreen, will join Lifezone Metals as interim CFO. John Dowd, GoGreen CEO and Govind Friedland, GoGreen Chief Operating Officer, will join the Lifezone Metals Board. The balance of the Lifezone Metals Board members will be appointed by Lifezone.

Cleaner, Greener, More Affordable Mineral Processing

Currently, metals smelting is responsible for 7% of all global CO₂ emissions according to estimates of the US Department of Energy’s Advanced Research and Projects Agency-Energy (“APRA-E”)⁴. Lifezone has developed a lower-impact, proprietary hydrometallurgical (hydromet) processing technology that has the potential to eliminate carbon-intensive smelting from nickel production, and also eliminates harmful sulfur dioxide emissions from the process altogether.

The potential sustainability benefits from this technology can help automakers and metal producers reduce greenhouse gas emissions from operations and their supply chains. And, through potential future licensing, the technology could be available in the U.S., Canada, and other countries.

² Based on expected EV sales between 2019 and 2030. Bespoke Nickel Market Outlook for Lifezone Limited, by Wood Mackenzie, September 2022.

³ Includes Lifezone’s $39 million net consolidated cash contribution.

⁴ Source: U.S. Wants Ideas For Carbon-Free Metals Smelting (forbes.com) (https://www.forbes.com/sites/jeffmcmahon/2021/06/06/us-wants-ideas-for-carbon-free-metals-smelting/?sh=5f6ac79f3cc4).

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The Africa Alternative: Creating a More Reliable Supply Chain for U.S. and Europe

Working with BHP (NYSE:BHP), a world-leading resources company, and the Government of Tanzania as key partners, Lifezone has secured the Kabanga project, a world-class, development-ready deposit of metals which we believe will be essential for the clean energy transition to combat global warming and climate change.

The Kabanga project in North-West Tanzania is one of the largest and highest quality undeveloped nickel deposits in the world, with an attributable mineral resource estimate⁵ to Lifezone of approximately 44 million tons at an average in-situ nickel grade of 2.61%, plus 0.35% copper and 0.19% cobalt. Kabanga and its hydromet processing facility have the potential to be one of the lowest cost, greenest metals production facilities in the world. The project will aim to maximize use of hydro and renewable power to provide electrical supply to mine and refinery sites.

Once operational, the Kabanga mine and hydromet refinery will produce refined high-grade nickel, LME Grade A copper cathode and cobalt.

“We see the metals supply chain as the major bottleneck holding back the promise of wider EV adoption in the U.S.,” said Chris Showalter, Lifezone CEO. “According to news reports, automakers have already invested significantly into battery electric vehicle production, but very little into sourcing the key metals required to power them. Additionally, permitting challenges continue to hold back mining and related activities in the United States vital to the energy transition.

We expect that Kabanga’s globally significant production profile and our hydromet technology will help address this deficit and meet the increasing needs of automakers. We believe that this lower cost, cleaner and more effective solution can also help to facilitate re-shoring battery manufacturing back to the U.S., and ultimately the electrification of society as a whole.”

Transaction Terms & Financing

The combined company will have an estimated post-transaction equity value of approximately $1 billion¹ with over $357 million¹ in net cash, assuming no redemptions and $33 million in estimated transaction fees.

Advisors

BTIG, LLC and Sprott Capital Partners LP acted as placement agents for the PIPE financing. Sprott Capital Partners LP also acted as the financial and capital markets advisor to GoGreen Investments. Latham & Watkins LLP served as counsel to GoGreen Investments. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal counsel to the placement agents.

RBC Capital Markets acted as exclusive financial adviser to Lifezone Metals, Travers Smith LLP served as UK legal counsel and Cravath, Swaine & Moore LLP served as US legal counsel to Lifezone Metals. Mayer Brown LLP acted as legal counsel to RBC Capital Markets.

⁵ Mineral Resources are reported showing only the Lifezone Holdings Limited “LHL” attributable tonnage portion, which is 76.524% of the total.

Page 3 of 7

Investor Webcast Information

GoGreen Investments and Lifezone Metals will host a joint investor conference call to discuss the proposed business combination today, Tuesday December 13, 2022 at 11am EST.

To follow our conference via webcast, you can go to the following link:

https://gogreen.eventcdn.net/events/Lifezone-Metals-Business

After the conference finishes, a link to a recording will be available on the website.

To view the Investor Presentation and for further details, visit our new Business Combination site at:

https://ir.lifezonemetals.com/overview/default.aspx

About GoGreen Investments Corporation

GoGreen Investments Corporation (“GoGreen”) 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. GoGreen is led by Chief Executive Officer John Dowd.

www.gogreeninvestments.com

About Lifezone Metals

Lifezone Metals is a modern metals company creating value across the battery metals supply chain from resource to metal and recycling. Lifezone Metals aims to responsibly and cost-effectively provide supply chain solutions to the global battery metals market. The company seeks to solve battery supply-chain challenges through pairing one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with its proprietary hydromet technology, to produce cleaner metals. Its tailored hydromet technology is a cleaner and lower cost alternative to smelting, and the company is partners with BHP in Tanzania with the aim of developing world-class battery metal assets. Lifezone Metals is a champion for Tanzanian metals production. Its aim is to empower Tanzania to be the next premier source of nickel, with the goal to achieve full value in-country. Lifezone Metals’ mission is to provide commercial access to patented technology and battery metals through a scalable platform.

www.lifezonemetals.com

Contacts

Lifezone Metals Natasha Liddell Executive Vice President ESG & Communications info@lifezonemetals.com	Media Enquiries Tom Batchelar TAB Communications tom@tabcommunications.co.uk +44 (0)7814 964 287
GoGreen Investments John Dowd John@gogreeninvestments.com	Daniel Thole Fletcher Advisory daniel@fletcheradvisory.com +44 (0) 7821 571 308
	US Media Enquiries Bronwyn Wallace H+K Strategies +1 713 724 3627 Bronwyn.Wallace@hkstrategies.com

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Kabanga Historical Mineral Resource Estimates as of 30 November 2022 (2022MR)

Based on $9.50/lb Nickel Price, $4.00/lb Cu and $26.00/lb Co ^{(1)(2)(3)(4)(5)(6)(7)(8)}

Mineral Resource Classification	LHL Tonnage (Mt)		Grades								Contained Metal
			NiEq22		Ni		Cu		Co		NiEq22		Ni		Cu		Co
			(%)		(%)		(%)		(%)		(Mlb)		(Mlb)		(Mlb)		(Mlb)
Tembo
Measured		5.3		3.03		2.34		0.32		0.2		357		276		37		24
Indicated		2.4		2.2		1.69		0.22		0.15		119		91		12		8
Inferred		2.3		3.05		2.41		0.31		0.18		154		122		16		9
Tembo Total		10.1		2.83		2.2		0.29		0.19		629		488		65		41
North
Measured		5.1		3.37		2.64		0.35		0.21		382		300		40		24
Indicated		13.1		3.8		3.05		0.41		0.21		1,095		879		117		61
Inferred		13.1		3.29		2.64		0.35		0.18		953		766		102		53
North Total		31.4		3.52		2.81		0.37		0.2		2,431		1,945		259		137
Main
Measured		–		–		–		–		–		–		–		–		–
Indicated		2.4		2.44		1.92		0.28		0.15		127		100		14		8
Inferred		–		–		–		–		–		–		–		–		–
Main Total		2.4		2.44		1.92		0.28		0.15		127		100		14		8
MNB
Measured		–		–		–		–		–		–		–		–		–
Indicated		–		–		–		–		–		–		–		–		–
Inferred		0.6		1.98		1.52		0.2		0.13		24		19		3		2
MNB Total		0.6		1.98		1.52		0.2		0.13		24		19		3		2
Historical Mineral Resource
Measured		10.5		3.2		2.49		0.34		0.21		739		576		77		47
Indicated		17.9		3.4		2.71		0.36		0.19		1,340		1,070		144		77
Inferred		16		3.21		2.57		0.34		0.18		1,132		906		120		64
Total		44.4		3.28		2.61		0.35		0.19		3,211		2,552		341		188

Notes to Mineral Resource Estimate:

1. Historical Mineral Resource reported in the Kabanga 2022 Mineral Resource Technical Report Summary effective date 30 November 2022.

2. The 2022MR Qualified Persons (QPs) have not done sufficient work to classify the Historical Mineral Resource estimates as current estimates of mineral resources and Lifezone Holdings Limited (“LHL”) is not treating the estimates as current estimates of mineral resources.

3. Mineral Resources are reported exclusive of Mineral Reserves. There are no Mineral Reserves to report.

4. Mineral Resources are reported showing only the LHL attributable tonnage portion, which is 76.524% of the total.

5. Cut-off uses the NiEq22 using a nickel price of $9.50/lb, copper price of $4.00/lb, and cobalt price of $26/lb with allowances for recoveries, payability, deductions, transport, and royalties.

6. NiEq22% = Ni% + Cu% x 0. 411 + Co% x 2.765.

7. The point of reference for Mineral Resources is the point of feed into a processing facility.

8. All Mineral Resources in the 2022MR were assessed for reasonable prospects for eventual economic extraction by reporting only material above a cut-off grade of 0.58% NiEq22.

9. Totals may vary due to rounding.

Page 5 of 7

Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between GoGreen Investments Corporation (“SPAC”) and Lifezone Holdings Limited (branded as Lifezone Metals or “Lifezone”), the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company, including the efficacy of Lifezone’s proprietary hydromet mineral processing technology (the “Hydromet Technology”) and the development of, and processing of mineral resources at, the Kabanga project, and other statements that are not historical facts.

These statements are based on the current expectations of SPAC and/or Lifezone’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and Lifezone. These statements are subject to a number of risks and uncertainties regarding Lifezone’s business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by SPAC’s shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Lifezone or SPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Lifezone and SPAC; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Lifezone’s business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; Lifezone’s development of, and processing of mineral resources at, the Kabanga project; the effects of competition on Lifezone’s business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Lifezone Metals Limited ("Holdings”) to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that Lifezone presently does not know or that Lifezone currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Lifezone’s expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone anticipates that subsequent events and developments will cause Lifezone’s assessments to change. However, while Lifezone may elect to update these forward-looking statements in the future, Lifezone specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lifezone’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.

Certain statements made herein include references to “clean” or “green” metals, methods of production of such metals, energy or the future in general. Such references relate to environmental benefits such as lower green-house gas (“GHG”) emissions and energy consumption involved in the production of metals using the Hydromet Technology relative to the use of traditional methods of production and the use of metals such as nickel in the batteries used in electric vehicles. While studies by third parties (commissioned by Lifezone) have shown that the Hydromet Technology, under certain conditions, results in lower GHG emissions and lower consumption of electricity compared to smelting with respect to refining platinum group metals, no active refinery currently licenses Lifezone’s Hydromet Technology. Accordingly, Lifezone’s Hydromet Technology and the resultant metals may not achieve the environmental benefits to the extent Lifezone expects or at all. Any overstatement of the environmental benefits in this regard may have adverse implications for Lifezone and its stakeholders.

Page 6 of 7

Additional Information and Where to Find It

In connection with the business combination Holdings intends to file with the SEC a registration statement on Form F-4, which will include a preliminary prospectus and preliminary proxy statement and, after the registration statement is declared effective, SPAC will mail a definitive proxy statement/prospectus and other relevant documents relating to the business combination to its shareholders. This communication is not a substitute for the registration statement, the definitive proxy statement/prospectus or any other document that SPAC will send to its shareholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of SPAC as of a record date to be established for voting on the business combination. Shareholders of SPAC will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: GoGreen Investments Corporation, One City Centre, 1021 Main Street, Suite 1960, Houston, TX 77002.

Participants in the Solicitation

Holdings, Lifezone, SPAC and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of Holdings, Lifezone, SPAC in the registration statement on Form F-4 to be filed with the SEC by Lifezone Metals, which will include the proxy statement of SPAC for the business combination. Information about SPAC’s directors and executive officers is also available in SPAC’s filings with the SEC.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Kabanga 2022 Mineral Resource – Technical Report Summary

Certain information, such as the historical mineral resource estimate (“Historical Mineral Resource Estimate”), in this press release is sourced from the “Kabanga 2022 Mineral Resource Technical Report Summary” prepared by OreWin and issued on November 30, 2022 (“TRS”). The TRS is a preliminary technical and economic study of the economic potential of the Project mineralization to support the disclosure of mineral resources. The qualified persons involved in preparing the TRS have not done sufficient work to classify the Historical Mineral Resource Estimate as a current estimate of mineral resources and Lifezone is not treating the estimate as a current estimate of mineral resources. The Historical Mineral Resource Estimate is based on mineral resources disclosed by the previous owners of the Project as current on December 31, 2016 and from studies and data provided by Lifezone.

Page 7 of 7

EX-99.2

Exhibit 99.2

The supply chain solution for clean metals Lifezone Metals Business Combination with GoGreen Investments December 13, 2022

2 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to a potential business combination between Lifezone Holdings Limited (“Lifezone”, “Lifezone Metals” or the “Company”) and GoGreen Investments Corporation (“GoGreen”) and related transactions (the “Proposed Business Combination”) and for no other purpose . This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Lifezone or GoGreen . By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of you and your firm’s participation in the potential financing, that you will not distribute, reproduce, disclose or use such information in any way detrimental to Lifezone or GoGreen, and that you will return to Lifezone and GoGreen, delete or destroy this Presentation upon request . Further, by accepting this Presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with any other contractual obligations applicable to the recipient and all applicable laws, until such information becomes publicly available not as a result of any breach of such confidentiality obligation . No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you . You are also being advised that the United States securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information . To the fullest extent permitted by law, in no circumstances will GoGreen, Lifezone or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, members, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Lifezone, the proposed private placement or the Proposed Business Combination . Viewers of this Presentation should each make their own evaluation of Lifezone, GoGreen and of the relevance and adequacy of the information provided in this Presentation, and should make such other investigations as they deem necessary before making an investment decision . Nothing herein should be construed as legal, financial, tax or other advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . If the Proposed Business Combination is pursued, Lifezone Metals and GoGreen will be required to file a registration statement (which will include a proxy statement/prospectus of GoGreen and Lifezone Metals) and other relevant documents with the Securities and Exchange Commission (“SEC”), to be used at the meeting of stockholders to approve the Proposed Business Combination and, after the registration statement is declared effective, GoGreen and Lifezone will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to their respective stockholders . Stockholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information about GoGreen, Lifezone and the Proposed Business Combination . Stockholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as well as other filings containing information about GoGreen, Lifezone and the Proposed Business Combination, without charge, at the SEC’s website located at www . sec . gov . GoGreen, Lifezone and their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from GoGreen’s stockholders in respect of the Proposed Business Combination and the other matters set forth in the proxy statement/prospectus . Information regarding GoGreen’s directors and executive officers is available under the heading “Management” in GoGreen’s final prospectus for its initial public offering filed with the SEC on March 18 , 2021 . Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available . NO OFFER OR SOLICITATION This Presentation relates to the potential financing of a portion of the Proposed Business Combination through a private placement of GoGreen’s Class A ordinary shares . This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . Any offering of securities (the “Securities”) will not be registered under the Securities Act of 1933 , as amended (the “Securities Act”), and will be offered as a private placement (A) inside the United States to a limited number of “accredited investors” as defined in Rule 501 under the Securities Act or qualified institutional buyers (as de fined in Rule 144 A under the Securities Act) and (B) outside the United States in accordance with Regulation S under the Securities Act . Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act . Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act . The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued . Investors should be aware that they might be required to bear the financial and final risk of their investment for an indefinite period of time . Neither Lifezone nor GoGreen is making an offer of the Securities in any state where the offer is not permitted .

3 Disclaimer (Continued) NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES, PASSED UPON THE MERITS OF THIS OFFERING OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . INDUSTRY AND MARKET DATA Although certain information and opinions expressed in this Presentation, including market data and other statistical information, were obtained from sources believed to be reliable and are included in good faith, Lifezone, GoGreen and their respective affiliates, directors, officers, employees, and advisors have not independently verified the information and make no representation or warranty, express or implied, as to its accuracy or completeness . Some data is also based on the good faith estimates of Lifezone and GoGreen, which are derived from their respective reviews of internal sources as well as the independent sources described above, however, such data has not been verified by any independent source . This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with Lifezone and GoGreen . FORWARD - LOOKING STATEMENTS Certain statements in this Presentation may be considered to be “forward - looking statements” within the meaning of Section 27 A of the Securities Act, Section 21 E of the Exchange Act and the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 , as amended . Forward - looking statements may be identified by the use of words such as “may”, “should”, “will”, “predict”, “potential”, “continue”, “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share . These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Lifezone’s and GoGreen’s management and are not predictions of actual performance . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of Lifezone and GoGreen . These forward - looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions ; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of GoGreen is not obtained ; failure to realize the anticipated benefits of the Proposed Business Combination ; risks relating to the uncertainty of the projected financial information with respect to Lifezone ; risks related to the rollout of Lifezone’s business, the efficacy of Lifezone’s proprietary technology, and the timing of expected business milestones ; the effects of competition on Lifezone’s business ; the amount of redemption requests made by GoGreen’s public stockholders ; the ability of GoGreen or the combined company to issue equity or equity - linked securities in connection with the Proposed Business Combination or in the future ; and those factors discussed in GoGreen’s final prospectus filed with the SEC on March 18 , 2021 under the heading “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” and other documents of GoGreen filed, or to be filed, with the SEC, as well as factors associated with companies such as Lifezone that are engaged in the business of metals extraction and licensing of related intellectual property, including the risk factors highlighted elsewhere in this Presentation . If any of these risks materialize or GoGreen’s or Lifezone’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that neither GoGreen nor Lifezone presently know or that GoGreen and Lifezone currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect GoGreen’s and Lifezone’s expectations, plans or forecasts of future events and views as of the date of this Presentation . GoGreen and Lifezone anticipate that subsequent events and developments may cause GoGreen’s and Lifezone’s assessments to change . However, GoGreen and Lifezone specifically disclaim any obligation or undertaking to release any updates or revisions to any forward - looking statements in this Presentation to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based . These forward - looking statements should not be relied upon as representing GoGreen’s and Lifezone’s assessments as of any date subsequent to the date of this Presentation . Accordingly, undue reliance should not be placed upon the forward - looking statements . Nothing in this Presentation 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 in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein . USE OF PROJECTIONS This Presentation contains projected financial information with respect to Lifezone, including revenue and Adjusted EBITDA . Such projected financial information constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information . See “Forward - Looking Statements” section above . Further, the financial projections referred to above have been prepared based on revenue and cost estimates provided by the Company and based on certain assumptions referred to in the technical report summary prepared by OreWin Pty Ltd (" OreWin ") in accordance with Subpart 1300 of Regulation S - K ("S - K 1300 ") and specifically Item 17 of the Code for Federal Regulations (“CFR”) Parts 229 , 230 , 239 and 249 effective February 25 , 2019 ("S - K 1300 Report") . GoGreen and Lifezone caution that their assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty . Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such information will be achieved . Neither GoGreen’s nor Lifezone’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation .

4 Disclaimer (Continued) FINANCIAL INFORMATION ; NON - GAAP FINANCIAL MEASURES The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X promulgated under the Securities Act . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement/prospectus to be filed by GoGreen and Lifezone Metals with the SEC . Some of the financial information and data contained in this Presentation, such as Adjusted EBITDA, and Implied EV / Adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) . GoGreen and Lifezone believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Lifezone’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that will be required by GAAP to be recorded in Lifezone Metals’ financial statements . In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non - GAAP financial measures . Other companies may calculate these non - GAAP financial measures differently, and therefore, such financial measures may not be directly comparable to similarly titled measures of other companies . Because of the limitations of non - GAAP financial measures, you should consider the non - GAAP financial measures presented in this presentation in conjunction with GoGreen and Lifezone’s financial statements and the related notes thereto . TRADEMARKS AND TRADE NAMES Lifezone and GoGreen own or have rights to various trademarks, service marks and trade names, as applicable, that they use in connection with the operation of their respective businesses . This Presentation also contains trademarks, service marks, copyrights and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Lifezone or GoGreen, or an endorsement or sponsorship by or of Lifezone or GoGreen . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with or without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Lifezone or GoGreen will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . NO RELATIONSHIP Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture . This Presentation does not create any obligation on the part of either GoGreen, Lifezone or the recipient to enter into any further agreement or arrangement . Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deemed to exist and none of GoGreen, Lifezone or the recipient will be under any legal obligation of any kind whatsoever . Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transactions contemplated herein . KABANGA 2022 MINERAL RESOURCE – TECHNICAL REPORT SUMMARY Certain information, such as the historical mineral resource estimate ("Historical Mineral Resource Estimate"), in this Presentation is sourced from the "Kabanga 2022 Mineral Resource - Technical Report Summary" prepared by OreWin with an effective date of November 30 , 2022 ("TRS") . The TRS has been prepared in accordance with S - K 1300 for Lifezone on the Kabanga Nickel Project ("Project") . The TRS is a preliminary technical and economic study of the economic potential of the Project mineralization to support the disclosure of mineral resources . The qualified persons involved in preparing the TRS (“TRS QP(s)”) have not done sufficient work to classify the Historical Mineral Resource Estimate as a current estimate of mineral resources and Lifezone is not treating the estimate as a current estimate of mineral resources . The Historical Mineral Resource Estimate is based on mineral resources disclosed by the previous owners of the Project as current on December 31 , 2016 and from studies and data provided by Lifezone .

5 Risk Factors All references to “we,” “us” or “our” refer to the Company prior to the consummation of the potential business combination with GoGreen Investments Corporation (“GoGreen”) (the “Potential Business Combination”) . The risks described below are a non - exhaustive list of the key risks related to the Company and the factors that could cause actual results to differ from the intentions and assumptions described in this presentation . This list has been prepared solely for potential private placement investors in this private placement transaction and not for any other purpose . You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision . The list below is qualified in its entirety by disclosures contained in future documents filed or furnished in respect of the Potential Business Combination with the United States Securities and Exchange Commission (“SEC”) . The risks presented in such filings will include risks associated with the post - business combination operation of the Company and the risks associated with the Potential Business Combination, and these risks may differ significantly from, and will be more extensive than, those risks presented below . The Company may be subject to the following factors, many of which are outside of GoGreen’s and the Company’s control : Risks Related to Operational Factors Affecting Lifezone Metals – We will require significant additional capital to fund our business, and no assurance can be given that such capital will be available at all or available on terms acceptable to us . – Our development, growth, future profitability and ability to continue our operations may be impacted by geopolitical conditions, including in Tanzania and South Africa . – We have no operating history on which to base an evaluation of our business and prospects and an evolving business model, which raise doubts about our ability to achieve profitability . – We are subject to significant governmental regulations that affect our operations and costs of conducting our business and may not be able to obtain all required permits and licenses to place our properties into production . – Acquisitions, strategic partnerships, joint ventures and other partnerships, including offtake agreements, may not perform in accordance with expectations, may fail to receive required regulatory approvals or may disrupt our operations and adversely affect our credit ratings and profitability . – As we do not own the entire interest in our technology licensing, refinery and metals extraction businesses, other shareholders in such businesses, such as BHP Billiton (UK) DDS Limited (“BHP”), particularly if it makes a further investment in Kabanga Nickel Limited (“KNL”), and Sedibelo Resources Limited, will be able to influence the operations at the respective businesses and significant corporate actions . – Further investment tranches from BHP into KNL are subject to negotiation, approval and various conditions, such as receiving favorable results of the feasibility study, and may not be consummated . Further, BHP may choose not to invest in KNL regardless of the outcome of the feasibility study . Failure to receive these funds or to not have BHP’s involvement could result in delays to the development of the Kabanga Project and further have an adverse effect on KNL . – The Investment Option Agreement entered into by Lifezone and KNL with BHP (“Investment Option Agreement”) includes certain restrictive covenants in relation to the Kabanga Project and Lifezone during the period prior to the exercise of the investment option under such agreement, which may limit our ability to explore other growth opportunities . – Changes in consumer demand and preference for metals relevant to us, could have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity . – If we lose senior management or are unable to hire and/or retain sufficient technically skilled employees, our business may be materially adversely affected . – We may be unable to compete successfully for employees, exploration, resources, capital funding, equipment and contract exploration, development and construction services with our competitors . – Increased labor costs could have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity . – If we fail to effectively and efficiently advertise, market and license or sell our technology or products, including our Hydromet Technology or any ore that we refine, the growth of our business may be compromised . – Our management team may not be able to successfully implement our business strategies . – Unfavorable decisions may be entered against our company, subsidiaries, management, and/or controlling shareholders in legal and administrative proceedings . – Our operations may be subject to litigation or other claims, including in relation to tax regulations and challenges by tax authorities . – We use and expect to use third - party operators, providers and contractors, and the lack of availability, or failure to properly perform services, of one or more of these third - party operators, providers and contractors may adversely affect us . – Our operations and profits may be adversely affected by labor unrest and union activity and compliance with labor legislation . – If our operations do not perform in line with expectations, we may be required to write down the carrying value of our investments, which could affect any future profitability and the ability to pay dividends . – Once the Kabanga Project is commissioned, we expect to recognize revenue from the offtake from the Kabanga Project on a provisional price basis, which may result in significant revisions in later periods . – We are subject to exchange rate and interest rate fluctuations, which may be harmful to our business . Further, our business, results of operations, and financial condition may be adversely affected by inflation . – Our holding company structure makes us dependent on the operations of our subsidiaries . – Our failure to comply with applicable anti - corruption, anti - bribery, anti - money laundering, economic and trade sanctions, and other similar laws and regulations could negatively impact our reputation and results of operations .

6 Risk Factors (Continued) – We are subject to global resource nationalism trends which encompass a range of measures, such as seeking the greater participation of historically disadvantaged or indigenous people, expropriation or taxation, whereby governments seek to increase the economic benefits derived by their countries from their natural resources . – Unexpected operational accidents and natural disasters, public health or political crises or other catastrophic events may adversely affect our operations . – Most aspects of our business are not currently insured and even if we obtain insurance in the future, such insurance coverage may not adequately satisfy all potential claims . – We use information, communication, and technology systems, which record personal data . Failure of or damage to these systems, cyber threats, disruption or the failure to protect personal data, could significantly impact our business and operations . – If we fail to comply with our obligations under shareholder, license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business . – The current global COVID - 19 pandemic has significantly impacted the global economy and markets and is likely to continue to do so, which could adversely affect our business, financial condition, results of operations and prospects . – The ongoing military action between Russia and Ukraine and the sanctions imposed in relation to such action could have a material adverse effect on the global mining industry and our business, financial condition, results of operations, prospects or liquidity . – Our operating and financial results, forecasts and projections rely in large part upon assumptions and analyses developed by us . If the assumptions or analyses that we made in connection with our projections and forecasts prove to be incorrect, our actual results of operations may be materially different from our forecasted results . Risks Related to the Hydromet Technology and Intellectual Property – We may not be able to adequately obtain, maintain, protect, or enforce our intellectual property rights in our technology, which could result in a loss in our competitive position and/or the value of our intangible assets, and substantially harm our business . – Our proprietary Kell Process Technology has not been deployed at the scale anticipated at the Kell - Sedibelo - Lifezone Refinery and we may encounter operational difficulties at that scale, and the Kabanga Hydromet Technology is yet to be developed and may not be commercially viable, each of which may in turn have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity . – We may not be able to successfully develop and implement new technology initiatives and other strategic investments relating to our Hydromet Technology in a timely manner . We may not be able to obtain patent protection for such new technologies or be able to do so in a timely manner . Specifically, while our existing patents will be applicable in relation to the Kabanga Hydromet Technology, we may be required to apply for additional patents based on our ongoing development and testing, and any delay or failure to obtain such patent protection for the Kabanga Hydromet Technology or other initiatives may negatively impact our business, financial condition, results of operations, prospects or liquidity . – Our growth and future profitability may be impacted by third parties not licensing the technology from Lifezone in accordance with our business plan and/or creating substitute technology . Risks Related to the Kell Sedibelo - Lifezone Refinery – The operation of the Kell - Sedibelo - Lifezone Refinery may involve risks, including continued operating losses, the inability to fund its operations and future impairments of its assets, that could negatively impact our business, results of operations, cash flows and asset values . – Kellplant (Pty) Limited (“Kellplant”) may not be able to source sufficient mineral concentrate for use in the Kell - Sedibelo - Lifezone Refinery . – The regulatory approval, permitting, development, startup and/or operation of power generation facilities and the Kell - Sedibelo - Lifezone Refinery may involve unanticipated events resulting in delays that could negatively impact our business and our results of operations and cash flows . – Capital costs for development of a precious and base metals refinery and other mineral processing projects have increased substantially in recent years, and further increases could negatively impact our business, financial condition, results of operations, prospects or liquidity . – The Kell - Sedibelo - Lifezone Refinery may be subject to compliance with certain Broad - Based Black Economic Empowerment (“B - BBEE”) requirements which could impose significant costs and burdens and which impose certain ownership requirements . – Because the Kell - Sedibelo - Lifezone Refinery is currently concentrated in the Bushveld Complex, disruptions in this and neighboring regions could have a material adverse impact on our operations . – Social unrest, sickness or natural or man - made disaster at informal settlements in the vicinity of the Kell - Sedibelo - Lifezone Refinery may disrupt our business or may lead to greater social or regulatory impositions on us . – The Kell - Sedibelo - Lifezone Refinery is subject to costs and liabilities related to stringent environmental and health and safety standards . – There may be certain risks associated with the funding and security for the Kell Sedibelo Lifezone Refinery . – A majority of the environmental and health and safety licenses and approvals are currently not held by Kellplant directly .

7 Risk Factors (Continued) — The development and operation of the Kell - Sedibelo - Lifezone Refinery will rely substantially on the Pilanesberg Platinum Mine’s existing infrastructure . — Kellplant, as the owner of the Kell - Sedibelo - Lifezone Refinery, will not have any formal rights of access in respect of the land upon which the Kell - Sedibelo - Lifezone Refinery is to be developed . — Economic, political or social instability in South Africa may have a material adverse effect on Kellplant’s and, in turn, our operations and profits . Risks Related to the Metals Extraction Operations – Changes in the market price of nickel, cobalt and copper, which in the past have fluctuated widely, may negatively affect the profitability of our metals extraction operations and the cash flows generated by those operations . – We may be unable to replace the mineral resource base on the area covered by the special mining license (“SML”) as it becomes depleted . – Because our only metals extraction development project, the Kabanga Project, is concentrated in Tanzania, disruptions in Tanzania and its neighboring regions could have a material adverse impact on our operations . – Concentration of our operations in one location may increase our risk of production loss and could have a material adverse impact on our operations . – Our mineral resources estimates may be materially different from mineral reserves and final quantities we may ultimately recover, our estimates of life - of - mine may prove inaccurate and market price fluctuations and changes in operating and capital costs may render all or part of our mineral resources uneconomic to extract . – Extraction of minerals from identified nickel deposits may not be economically viable and the development of our mineral project into a commercially viable operation cannot be assured . – Our exploration activities on our properties are highly speculative in nature and may not be commercially successful, which could lead us to abandon our plans to develop our properties and our investments in further exploration . – Mineral operations are subject to applicable law and government regulation . Such laws and regulations could restrict or prohibit the exploitation of the mineral resource we have or might find in the future . If we cannot exploit any mineral resource that we discover on our properties, our business may fail . – Our operations are subject to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws . – Our mining rights and licenses, including our SML and the framework agreement entered into with the Government of Tanzania in relation to the Kabanga Project, could be altered, suspended or cancelled for a variety of reasons, including breaches in our obligations in respect of such mining rights . – Title to our properties may be subject to other claims that could affect our property rights and claims . – Metals extraction and related activities are inherently hazardous and the related risks of events that cause disruptions to such of our operations may adversely impact cash flows and overall profitability . – Metals extraction operations and projects are vulnerable to supply chain disruption such that operations and development projects could be adversely affected by shortages of, as well as the lead times to deliver, strategic spares, critical consumables, mining equipment or metallurgical plant . – Power stoppages, fluctuations and usage constraints may force us to halt or curtail operations or increase costs . – Our business will be subject to high fixed costs in the future, which may impact our profitability . – We may experience unforeseen difficulties, delays or costs in implementing our business strategy and operational plan . – Our actual costs of reclamation and mine closure may exceed current estimates, which may, along with an inability to safely close redundant operations, adversely affect our business . – Theft of the mineral concentrate, final metals and production inputs may occur . These activities are difficult to control, can disrupt our business and can expose us to liability . – The failure of a tailings storage facility could negatively impact our business, reputation, operating results and financial condition . – We face intense competition in the metals extraction and mining industry .

8 Risk Factors (Continued) Risks Related to Lifezone Metals Operating as a Public Company – Prior to the Business Combination, there will have been no public market for Lifezone Metals’ ordinary shares, and there is no guarantee that an active and liquid market will develop . – The market price of LZM Shares could fluctuate significantly, which could result in substantial losses for purchasers of LZM Shares . – A significant portion of Lifezone Metals’ total outstanding shares following the closing of the Business Combination may not be immediately resold but may be sold into the market soon after such closing . This could cause the market price of the LZM Shares to drop significantly, even if Lifezone Metals’ business is doing well . – If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Lifezone Metals’ business, the market price for LZM Shares and trading volume could decline . – Lifezone Metals will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices . – We do not anticipate paying dividends before we achieve significant profitability and, as a result, your ability to achieve a return on capital of your investment may depend on appreciation in the price of LZM Shares . – We have broad discretion over the use of our cash balances we receive as a result of the Business Combination and may not apply such balances in ways that increase the value of your investment . – Lifezone Metals’ management team has limited experience managing a public company, which may result in difficulty adequately operating and growing Lifezone Metals’ business . – Lifezone Metals is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make LZM Shares less attractive to investors . – As a foreign private issuer, Lifezone Metals will not be subject to U . S . proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U . S . domestic public company, which may make LZM Shares less attractive to investors . – As a company incorporated in the Isle of Man, Lifezone Metals is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards ; these practices may afford less protection to shareholders than they would enjoy if Lifezone Metals complied fully with NYSE corporate governance listing standards . – As the rights of shareholders under Isle of Man law differ from those under U . S . law, you may have fewer protections as a shareholder . – The Lifezone Metals Public Company Articles and the [Lifezone Metals Shareholders Agreement] contain certain provisions, including anti - takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable . – Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the jurisdictions in which Lifezone Metals is incorporated or in which Lifezone Metals operates based on U . S . or other foreign laws against Lifezone Metals, its management or the experts named in this registration statement . – Mail sent to Lifezone Metals may be delayed . – In the event BHP completes its investment in accordance with the Investment Option Agreement and gains majority control of KNL, LHL and Lifezone may be classified as inadvertent investment companies for the purposes of the Investment Company Act of 1940 , which may have a material adverse effect on us . Risks Related to ESG – We are increasingly expected to operate in a responsible and sustainable manner and to provide benefits and mitigate adverse impacts to affected communities . Failure, or perceived failure, to do so may result in legal suits, additional costs to address social or environmental impacts of operations, investor divestment, adverse reputational impacts and loss of “social license to operate,” and could adversely impact our financial condition . – A failure to understand, manage and provide greater transparency of our exposure to environmental, social and governance (“ESG”) related risks or an overstatement of the potential ESG benefits of our products or technology may have adverse implications for us and stakeholders . – Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity .

9 Risk Factors (Continued) Risks Related to Doing Business in Tanzania and South Africa – Investor perceptions of risks in developing countries or emerging markets, including in Tanzania and South Africa, could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries, such as Lifezone Metals . – Our operations are subject to water use regulation, which could impose significant costs and burdens . – Our business and operations may be negatively impacted by laws and regulations applicable to foreign owned companies and barriers to foreign investment in Tanzania . – The potential impact of the control of currency conversion, restrictions on dividends or the ability to transfer funds out of Tanzania and/or South Africa may negatively impact our business . – Any downgrading of Tanzania’s debt rating by an international rating agency, or an increase in interest rates in Tanzania, could adversely affect our ability to generate or use letters of credit . Risks Related to the Business Combination – Each of GoGreen and Lifezone will incur significant transaction costs in connection with the Business Combination . – The consummation of the Business Combination will be subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination agreement may be terminated in accordance with its terms and the Business Combination may not be completed . – GoGreen may waive one or more of the conditions to the Business Combination, resulting in the consummation of the Business Combination notwithstanding the divergence from assumptions on which the Business Combination was evaluated and approved . – Upon consummation of the Business Combination, the rights of the holders of LZM Shares arising under the Isle of Man Companies Act as well as the Lifezone Metals’ public company articles of association will differ from and may be less favorable to the rights of holders of GoGreen Class A Ordinary Shares arising under Cayman Islands law as well as the GoGreen Articles . – The ability to successfully effect the Business Combination and Lifezone Metals’ ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel . The loss of such key personnel could negatively impact the operations and financial results of Lifezone Metals . – There can be no assurance that LZM Shares will be approved for listing on NYSE or that Lifezone Metals will be able to comply with the continued listing standards of NYSE . – Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination . – The grant and future exercise of registration rights may adversely affect the market price of LZM Shares following the consummation of the Business Combination . – Significant redemptions by GoGreen’s public shareholders may require Lifezone Metals to raise future financing following the consummation of the Business Combination and reduce the public “float” of LZM Shares . – If GoGreen’s due diligence investigation of Lifezone’s business was inadequate and material risks are not uncovered, shareholders of Lifezone Metals following the consummation of the Business Combination could lose some or all of their investment . – GoGreen has not obtained a third - party valuation or fairness opinion in connection with the Business Combination, and consequently, there is no assurance from an independent source that the consideration to be paid to Lifezone equity holders is fair to GoGreen’s shareholders from a financial point of view . – During the pre - closing period, GoGreen and Lifezone are prohibited from entering into certain transactions that might otherwise be beneficial to GoGreen, Lifezone or their respective stakeholders .

10 Transaction Overview Proposed Transaction Summary Overview • Lifezone owns a controlling interest in one of the world’s largest, highest - grade, undeveloped nickel sulphide deposits (1) (the “Kabanga Project”) . BHP is Lifezone’s partner and has an option to acquire a controlling stake in the Kabanga Project; if the option is exercised, BHP would run the development and production of the resource utilizing Lifezone’s proprietary hydromet refining technology that we believe reduces costs and emissions compared to traditional smelting, which we believe has the potential to make Kabanga one of the “greenest” n ickel projects in the world (2) . • Lifezone has entered into a business combination agreement with GoGreen Investments Corporation (NYSE:GOGN). GoGreen is a Special Purpose Acquisition Company focused on energy transition with $ 282 million of cash currently held in trust. • The post - closing company is expected to trade on NYSE under the ticker symbol LZM . Capital Structure (3)(4) • Fully committed PIPE of $70 million. • 100% of Lifezone ’s existing shareholders are expected to roll - over into the combined entity. (5) • The proposed transaction is expected to provide Lifezone with approximately $318 million of cash (3) , in addition to Lifezone’s $39 million net consolidated cash contribution. • Pro forma equity ownership percentage for the transaction – 60% existing Lifezone shareholders – 33 % existing GoGreen public shareholders and holders of founder shares; and – 7 % PIPE investors. Valuation • Transaction implies a post - transaction enterprise value of $681 million and equity value of $ 1.0 billion (3) . • Attractive on resource basis versus peers with rollover equity in line with BHP’s recent agreement to invest $50 million in Kabanga in October 2022. (4)( 6 ) 1 – Based on analysis of the largest undeveloped nickel deposits from S&P Capital IQ Pro, as modified per public data on each mining project. The Kabanga Project's resource metrics reflect the measured, indicated and inferred resources referred to in the Historical Mineral Resource Estimate from the TRS, as set out on slide 24. 2 – Cova Advisory Independent Report (2020) and Streamlined Life Cycle Assessment of Kell Process (2019). 3 – Assumes no redemptions by GOGN’s public shareholders and $33 million in estimated transaction fees; excludes impact of GOGN sponsor 5 - year earnout of 0.86MM shares with a vesting price of $14.00 and 0.86MM shares with a vesting price of $16.00. 4 – Excludes impact of Lifezone 5 - year earnout of ~12.4MM shares with a vesting price of $14.00 and ~12.4MM shares with a vesting price of $16.00. 5 – Excluding a carve - out for amounts to cover potential tax liabilities for certain individuals incurred as a result of the proposed merger transaction. 6 – In December 2021, BHP invested $10 million into Lifezone and $40 million into Kabanga Nickel Limited, a subsidiary of Lifezone ; in October 2022, BHP agreed to invest an additional $50 million in Kabanga Nickel Limited, a subsidiary of Lifezone , which is subject to certain regulatory conditions .

11 GoGreen Investments Corporation Overview (GOGN) Chief Executive Officer 30+ years energy investing experience Managed multi - billion - dollar portfolios for Fidelity Investments for 14 years focused on energy and natural resources; co - led the Fidelity Energy Research Team Awarded 6 Lipper awards for the best risk - adjusted performance in the natural resources sector John Dowd Lifezone Metals is Perfectly Aligned with GoGreen’s Vision and Construction GoGreen’s team was assembled with 3 core disciplines and Lifezone exceeds and leverages each: Clean technology and commercialization. We believe GoGreen management’s executive experience building, growing and operating clean tech businesses provide critical insights into Lifezone mining project execution and technology growth potential Upstream metals and mining. Govind Friedland, a geological engineer from Colorado School of Mines, seasoned investor with 20+ years experience, multi generational mining & metals family office focused on developing critical metals required for energy transition Investment and capital allocation. John Dowd’s experience in successfully investing within secular trends was critical in identifying “materials” as the key energy transition bottleneck GoGreen Overview GOGN completed its IPO in October 2021 With significant team experience in green transition, GOGN focused their search on targets in the clean energy ecosystem, with the following investment thesis: Diverse and intersecting skills sets and experiences Unprecedented and enduring market opportunities Companies with access to capital will lead Long - term v alue c reation through leading expertise Chief Operating Officer 20+ years energy metals, mineral exploration, development, specializing in assembling management teams, raising capital via private - public equity and unconventional sources of capital Deep experience pioneering geophysical exploration programs Mutigenerational mining family — Ivanhoe Group of Companies Geology & Geological Engineering — Colorado School of Mines Govind Friedland Chief Development Officer 22 years of management leadership roles across Energy & other diverse businesses at GE including CEO of GE Renewable Energy – Onshore Wind Americas Extensive experience in business transformations, capital allocation, strategy, operations and talent development Under his leadership, GE Onshore Wind business restored to #1 position in the U.S., grew market share from 29% to 53% Vikas Anand

12 Owning the Energy Transition Bottleneck with Technology Upside 549 SPACs in Market (1) Numerous Opportunities Reviewed by the GoGreen Team Batteries (2) Electric Vehicles (2) x Would be the first US - listed nickel mining and technology company x Lifezone rollover equity value in line with BHP’s recent investment agreements (4) x One of the highest quality undeveloped nickel projects & potentially greenest processing technologies 1 – SPACResearch.com, October 4 2022 (pre - deal public SPACs). 2 – Represented companies are illustrative and non - exhaustive. 3 – Excluding impact of seller earn - out; based on implied valuation of $161 million for Lifezone (excluding interest in Kabanga Nickel) and $466 million for the impli ed value of Kabanga Nickel to Lifezone for a total of $627 million. 4 – In December 2021, BHP invested $10 million into Lifezone and $40 million into Kabanga Nickel Limited, a subsidiary of Lifezon e; in October 2022, BHP agreed to invest an additional $50 million in Kabanga Nickel Limited, a subsidiary of Lifezone, which is su bject to certain regulatory conditions. (3)

13 One Mission: To Help Towards Decarbonizing and Sourcing Green Metals to Accelerate Energy Transition Two business segments: one world class nickel asset, one compelling technology Lifezone Metals Hydromet Technology Proprietary technology with minority interest and royalty in a Hydromet refinery under construction in South Africa Up to 87% lower electricity consumption and 81% lower emissions compared to traditional smelting and refining (1) Licensing growth opportunities in mining and recycling industries Kabanga Nickel Mine One of the largest and highest quality undeveloped nickel sulphide deposits globally (2) Underpinned by BHP with $100 million of investments in Kabanga and Lifezone (3) Exploration upside and commercial opportunities on Lifezone’s existing licenses Significant Resource of Responsibly Sourced Potentially “Greener" Nickel 1 – Figures are estimates from Cova Advisory and Associates (an independent ISO 17020 accredited energy Measurement and Verificat ion inspection body) which studied PGM metals at the Sedibelo plant in South Africa under the then - applicable conditions in 2020. T his assumes reagents not manufactured on - site. The figures are to be verified once the Sedibelo plant is operational and actual results could differ by specific project. 2 – Based on analysis of the largest undeveloped nickel deposits from S&P Capital IQ Pro, as modified per public data on each mi ning project. The Kabanga Project's resource metrics reflect the measured, indicated and inferred resources referred to in the Historical Mineral Resource Estimate from the TRS, as set out on slide 24 . 3 – In December 2021, BHP invested $10 million into Lifezone and $40 million into Kabanga Nickel Limited, a subsidiary of Lifezon e; in October 2022, BHP agreed to invest an additional $50 million in Kabanga Nickel Limited, a subsidiary of Lifezone, which is subject to certain regulatory conditions.

14 Two Key Tailwinds for Lifezone: Energy Transition and “Green Sourcing” Automobile Manufacturers (OEMs) Ramping Climate Commitments • OEMs increasingly focused on decarbonizing EV manufacturing, driven by consumer demand and regulatory targets in the US and Europe. • Nearly 96% of the 2,200 companies that joined the Science Based Targets Initiative (SBTi) and have approved science - based targets have targets covering Scope 3 emissions (3) . Emissions related to Nickel supply are a Scope 3 for all products containing Nickel. Nickel is critical mineral in lithium - ion batteries, representing up to 80% of batteries’ active material (2) Energy transition requires nickel with increasing focus on upstream environmental footprint Energy Transition Tailwind Green Sourcing Tailwind Nickel is largest contributor to EV battery CO 2 e footprint 31% 23% 18% 13% 4% 2% 1% 8% Nickel Electricity (Assembly) Graphite Lithium Electricity (Cathode) Aluminum Cobalt Other CO 2 e for Lithium - ion Battery Production (4) 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 TWh Battery Demand Increasing Demand for Batteries (1) A A E E E E E E E E E 1 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, August 2022. 2 – Nickel Institute, 2022. Percentage s relate to mass of active materials in Nickel Manganese Cobalt lithium - Ion batteries. 3 – Science Based Targets Initiative Annual Progress Report, 2021, updated June 2022. Scope 3 emissions are defined as all indirect upstream an d d ownstream emissions that occur in the value chain of the reporting company, excluding indirect emissions associated with power generation. 4 – Tesla Impact Report, 2021.

15 Lifezone’s Leadership Team Chairman • Chairman since 2008 when Lifezone was founded • 40+ years experience in mining, developed 9 mines Keith Liddell Chief Executive Officer • CEO since 2019 when Kabanga was incorporated • 17+ years experience corporate finance and merchant banking focused on Africa Chris Showalter Chief Technical Officer • Expert metallurgist and chemist with extensive hydromet experience over 40 years • Authored 55 peer - reviewed papers & 20 technical articles; Associate Editor of Hydrometallurgy journal 2013 - 2020 Dr. Mike Adams Chief Operating Officer Gerick Mouton Tanzania Country Manager • Experienced Tanzanian mining executive • 15 years’ experience at Barrick Gold – Previously Mine Manager for Barrick’s Buzwagi and Bulyanhulu gold mines Benedict Busunzu Interim Chief Financial Officer Michael Sedoy, CFA • Multi - decade experience investing in Global Energy, Utilities, Infrastructure and Alternative Energy • Successfully invested through multiple equity markets, commodity and credit cycles VP Metallurgy Lisa Smith • Expertise in metallurgical R&D working for various metal producers • Responsible for design and execution of testwork programs and pilot plants • 25 years experience as a mechanical engineer developing capital intensive mineral projects • Track record of optimizing development of large - scale projects in emerging markets

16 Investment Highlights Compelling Outlook for Nickel Supply/Demand and Responsibly Sourced “Green” Metals 1 One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits (1) 2 Leading Strategic Partner BHP Supports Economics & Enhances Project Execution 3 Meaningfully Lower Emissions (2) Expected via Lifezone’s Proprietary Green Hydromet Technology 4 6 Attractive Valuation 5 Hydromet Technology Licensing Growth Potential in Mining & Recycling 7 Experienced Leadership & Project Execution Team 1 – Based on analysis of the largest undeveloped nickel deposits from S&P Capital IQ Pro, as modified per public data on each mining project. The Kabanga Project's resource metrics reflect the me asu red, indicated and inferred resources referred to in the Historical Mineral Resource Estimate from the TRS, as set out on sli de 24. 2 – Compared to traditional smelting and refining.

17 Supply Chains Increasingly Focused on Future Nickel Supply April 26, 2022 Dec. 2, 2021 May 10, 2022 Compelling Outlook for Nickel Supply/Demand and Responsibly Sourced “Green” Metals 1

18 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 TWh Battery Demand 0 10 20 30 40 50 60 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 EV Car Sales (million units) Energy Transition Battery Demand Driving Nickel Sulphide Demand Compelling Outlook for Nickel Supply/Demand and Responsibly Sourced “Green” Metals 1 Gigafactory Expansions Underway (3) Electric Vehicle Sales Accelerating (1) 1 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, September 2022. 2 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, September 2022. Based on electric vehicle and energ y storage demand. 3 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, September 2022. 4 – Signatories to the Glasgow Declaration on Zero Emission Cars and Vans in 2021. 5 – Alliance Bernstein Research, February 2022. 6 – Nickel Institute, 2022. Percentages relate to mass of active materials in Nickel Manganese Cobalt lithium - Ion batteries. Increasing Demand for Batteries (2) 0 100 200 300 400 500 600 700 800 900 GWh Capacity 2021 Capacity 2025 Capacity Pipeline Capacity • Global lithium - ion battery capacity projected to rise at least 5x by 2030 compared to 2021 (3) • Tesla opened the first Gigafactory in 2017, today over 300 are under construction or planned • Outside of China, North America has seen the fastest growth of any region, adding 11 gigafactories to its pipeline since mid - 2021 • Global EV market share is now well into the early adopters S - curve stage • Ford, GM, Mercedes - Benz, and Volvo among OEMs committed to selling only zero - emission cars and vans by 2035 - 2040 (4) • Lithium - ion batteries are the single largest cost component in EVs • Growth in EV volumes will drive demand for expanded lithium - ion battery volumes • Nickel - based lithium - ion batteries represent 70% of the market – producers are increasing nickel content to raise energy density (5) • Nickel is critical mineral in lithium - ion batteries, representing up to 80% of active material (6)

19 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Nickel Precursors for EV / ESS Battery Demand (million tons) Nickel Sulphide – Supply Shortage of Greener Nickel 1 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie , September 2022. Based on battery demand from electric vehicles and energy storage applications. 2 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie , September 2022. 3 – IEA The Role of Critical Metals , March 2022. 4 – Kabanga GHG intensity is based upon data provided by Lifezone and Wood Mackenzie analysis, is estimated as of 2030 by Wood Mackenzie and assumes power supply as hydro and solar and may also include scope 3 emissions. Th e figures for laterite and sulfide only include Scope 1 and Scope 2 emissions . Compelling Outlook for Nickel Supply/Demand and Responsibly Sourced “Green” Metals 1 Most Supply Growth Expected From Nickel Laterites (2) Nickel Sulfides Have Lower GHG Intensity – Further Enhanced by Kabanga’s Integrated Refining (3) 0 10 20 30 40 50 60 70 Laterite (matte via NPI) Laterite (HPAL) Sulfide (smelting) Kabanga (Lifezone hydromet) tCO 2 eq. per metric ton of nickel 92% 8% 0% 20% 40% 60% 80% 100% Laterite Sulphide % of New Nickel Supply from 2021 Through 2030 Battery Demand for Nickel to Catalyze Nickel Supply Growth (1) (4)

20 Kabanga Project Overview One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 High Quality Mineral Resource ▪ Nickel sulphide attributable Mineral Resource to Lifezone of 44Mt grading 2.61% Ni and containing 2,552 million lbs. of nickel (1) ▪ $293 million spent by prior owners on drilling & feasibility studies ▪ Globally significant battery - grade Class 1 metals for EVs Potentially Significant Reduction in Emissions Relative to Traditional Smelting ▪ Expecting up to 73% reduction in estimated CO 2 eq. emissions and zero SO 2 emissions (2) at Kahama refinery Eliminates Need to Transport Concentrates Globally ▪ Eliminates the carbon footprint of international bulk shipping of concentrate with relatively short distance between operating mine and refinery ▪ Shorter haulage distances significantly reduces carbon emissions Increased Beneficiation (Ore to Refined Material) Within Tanzania ▪ Vertical integration provides ability for the country to capture increased value benefits of sovereign natural resources ▪ Government of Tanzania is a 16% shareholder in the Kabanga Project Kabanga Mine Dodoma Kahama Refinery 1 – 76.524% of the Historical Mineral Resource Estimate. The Kabanga Project's resource metrics reflect the measured, indicated and inferred resources referred to in the Historical Mineral Resource Estimate from the TRS, as set out on slide 24. 2 – Nickel Class 1 downstream processing CO2 eq. emissions baseline from 2020 Nickel Institute LCA. Estimated Kabanga refinery e xpected emissions from internal Company analysis.

21 One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Kabanga is One of the World’s Largest and Highest Quality Nickel Deposits (1)(2) Source: S&P Ca pital IQ Pro, as modified per public data on each mining project. 1 – The Kabanga Project's resource metrics reflect the measured, indicated and inferred resources referred to in the Historical M ine ral Resource Estimate from the TRS, as set out on slide 24. 2 – Resource metrics published for certain of the mining projects may be expressed in tonnage for each metal and not NiEq . values. Accordingly, NiEq . values calculated using the following commodity input prices of Nickel $20,944/T, Copper $8.818/T, Cobalt $57,320/T as assu med in S - K 1300 report and other metals at spot 12th December 2022.

22 Advantaged Economics Places Kabanga near Bottom of Global Nickel Cost Curve One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Norilsk - $41,000 Key Drivers of Kabanga Nickel’s Advantaged Cost Structure (2) ▪ Nickel sulphide resource with grade of 2.52% ▪ Lower - cost hydromet processing vs. traditional smelting ▪ Cobalt and copper coproduct credits ▪ Cost curve analysis does not reflect price of carbon emissions ▪ Renewable power (3) Kabanga Weighted average US$/t 5881 0 20 40 60 80 100 -5,000 -2,500 0 2,500 5,000 7,500 10,000 12,500 15,000 17,500 20,000 -5,000 -2,500 0 2,500 5,000 7,500 10,000 12,500 15,000 17,500 20,000 C1 cash cost (US$/t) Production (cumulative centile) Kabanga is forecast to be in the first quartile of the nickel industry C1 cash cost curve (1) 2030 Nickel C1 Cash Cost Curve (1) 1 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, August 2022. The population is based on Wood Macken zie's view on which current operations will be in production by 2030 and their base case projects. The cost estimates for Kab ang a are based on a mine size of 2.2 Mt/a. By - product credits are the attributable net revenues for products other than nickel. Any metal specific costs have been deducted from th e b y - product in question. Assumes $9.82/ lb selling price for nickel, $3.40/ lb selling price for copper, and $18.10/ lb selling price for cobalt; based on 2022 - USD terms. C1 cash costs defined as represents the cash cost incurred at each processing stage, from mining through to recoverable nickel delivered to market, le ss net by - product credits, if any. 2 – Analysis assumes 2.2 Mt/a mine size. 3 – Project will utilize power supplied by a combination of grid power from first production and will aim to maximize use of hyd ro and renewables to mine and refinery sites.

23 1 – Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, August 2022. The population is based on Wood Macken zie's view on which current operations will be in production by 2030 and their base case projects. The estimates for Kabanga are based on a mine size of 2.2 Mt/a. The data for nickel production is taken through to a finished product and accordingly includes certain Scope 3 emissions to allow for comp ari sons between various kinds of operations. Analysis assumes 2.2 Mt/a mine size. 2 – Project will utilize power supplied by a combination of grid power from first production and will aim to maximize use of hyd ro and renewables to mine and refinery sites. Kabanga Weighted Average 28 t CO 2 e/t NiEq 0 20 40 60 80 100 0 25 50 75 100 Emissions (t CO2e/t Nieq) Production (cumulative centile) Advantaged Carbon Footprint Towards Bottom Of Carbon Curve One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Key Drivers of Kabanga Nickel’s Advantaged Emissions Profile ▪ Kabanga’s higher nickel grade has the potential to significantly reduce CO 2 footprint ▪ Hydromet refining significantly reduces CO 2 footprint vs. smelting ▪ Integrated plan and in - country beneficiation reduces transportation and CO 2 footprint ▪ Renewable power (2) 2030 Nickel CO 2 e Emissions Curve (1) Kabanga is forecast to be one of the cleanest nickel projects in the world

24 Attributable Tonnage of 44 Million Tonnes with 3.28% Nickel Equivalent Grade (4) One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 World class resource with open - ended mineralization • Historical Mineral Resource estimate to Lifezone of 44 million tonnes at an average in - situ nickel grade of 2.61% , plus 0.35% copper and 0.19% cobalt. Prevailing in - situ Ni - equivalent grade is 3.28% and Ni - equivalent metal content is 3,211 million lbs., including cobalt and copper. (1)(2)(3)(4)(5)(6)(7)(8) • Historical Mineral Resource estimate based on approx. 583 km of drilling from Kabanga’s previous license holders. Kabanga Historical Mineral Resource Estimates as of 30 November 2022 Based on $9.50/ lb Nickel Price, $4.00/ lb Cu and $26.00/ lb Co (1)(2)(3)(4)(5)(6)(7)(8) Ore Grade Contained Nickel - Equivalent Tonnes (Mt) Ni (%) Co (%) Cu (%) Ni (M lbs.) Co (M lbs.) Cu (M lbs.) NiEq2022 (M lbs.) NiEq2022 (%) Measured 5.3 2.34% 0.20% 0.32% 276 24 37 357 3.03% Indicated 2.4 1.69% 0.15% 0.22% 91 8 12 119 2.20% Inferred 2.3 2.41% 0.18% 0.31% 122 9 16 154 3.05% Tembo Total 10.1 2.20% 0.19% 0.29% 488 41 65 629 2.83% Measured 5.1 2.64% 0.21% 0.35% 300 24 40 382 3.37% Indicated 13.1 3.05% 0.21% 0.41% 879 61 117 1,095 3.80% Inferred 13.1 2.64% 0.18% 0.35% 766 53 102 953 3.29% North Total 31.4 2.81% 0.20% 0.37% 1,945 137 259 2,431 3.52% Measured - - - - - - - - - Indicated 2.4 1.92% 0.15% 0.28% 100 8 14 127 2.44% Inferred - - - - - - - - - Main Total 2.4 1.92% 0.15% 0.28% 100 8 14 127 2.44% Measured - - - - - - - - - Indicated - - - - - - - - - Inferred 0.6 1.52% 0.13% 0.20% 19 2 3 24 1.98% MNB Total 0.6 1.52% 0.13% 0.20% 19 2 3 24 1.98% Measured 10.5 2.49% 0.21% 0.34% 576 47 77 739 3.20% Indicated 17.9 2.71% 0.19% 0.36% 1,070 77 144 1,340 3.40% Inferred 16.0 2.57% 0.18% 0.34% 906 64 120 1,132 3.21% Total 44.4 2.61% 0.19% 0.35% 2,552 188 341 3,211 3.28% 1 – Historical Mineral Resource reported in the TRS with effective date 30 November 2022. 2 – The TRS QPs have not done sufficie nt work to classify the Historical Mineral Resource estimates as current estimates of mineral resources and LHL is not treati ng the estimates as current estimates of mineral resources. 3 – Mineral Resources are reported exclusive of Mineral Reserves. There are no Mineral Reserves to report. 4 – Mineral Resources are reported showing only the LHL attributable tonnage portion, which is 76.524% of the total. 5 – Cut - off uses the NiEq22 using a nickel price of ($20,943 per metric ton), copper price of ($8,818 per metric ton), and cobalt price of ($57,320 per metric ton) with allowances for recoveries, payability , deductions, transport, and royalties. NiEq22% = Ni% + Cu% x 0. 411 + Co% x 2.765. 6 – The point of reference for Mineral Resou rces is the point of feed into a processing facility. 7 – All Mineral Resources in the TRS were assessed for reasonable prospects for eventual economic extraction by reporting only material above a cut - off grade of 0.58% NiE q22. 8 – Totals may vary due to rounding. Attributable resources presented above exclude effect of BHP’s October 2022 investment agreement to increase ownership in Kabanga Nickel from 8.9% to 17.0%

25 Meaningful Exploration Potential Providing Upside One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Potential Regional Targets ▪ Existing SML area has numerous geological targets adjacent to main orebodies but not defined by previous owners ▪ Immediate target: continue drilling between Tembo orebody and Safari prospect ▪ Potential to expand current development plan ▪ 5 Prospecting Licences (and 1 Pending) around the Special Mining License (SML) ▪ Identified 3 priority targets: Panda East, Rulenge West & Luhuma Over 10 identified exploration targets (1) for 2022 - 2024 (2) First Target: Drill Safari prospect and bring into Resources 1 – Kabanga Nickel currently has 5 granted exploration permits plus one in application. 2 – Potential exploration targets identified have different expiration periods, including in 2023, and are expected to be renewe d as required. Extension Drilling Upgrade Infill Drilling A A’

26 Unlocking & Refining Tanzania’s Nickel to Refined Products for Export One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Refined End Product Transport ▪ Containerised rail to export facility ▪ Hydromet refinery to port ▪ Kahama to Dar es Salaam ▪ Distance: 970km ▪ Refined Class 1 Ni, Cu and Co ▪ Avg. steady state vol: ~40,000 - 60,000t p.a. REFINED PRODUCT EXPORT Class 1 Ni, Cu & Co KAHAMA Hydromet Refinery Benedict Busunzu Dr. Mike Adams Refinery Waste Disposal ▪ Road transport ▪ Gypsum waste transported back to mine site to use as paste for underground backfill ▪ Economic & environmental benefits Concentrate Transport ▪ Road transport of concentrate ▪ From mine site to hydromet refinery ▪ Distance: ~340km ▪ Avg. steady state vol: ~244,000t p.a. KABANGA SITE Mine + Concentrator Conceptual Layout Collaboration between local mining experience and global hydromet experts

27 New Infrastructure Supports Development One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Roads Rail Power Work Camp Road transportation from Kabanga mine to Kahama refinery ▪ Kabanga mine site to the Kahama refinery is 320km, of which 240km is paved ▪ TANROADS has current budget to pave more than half the southern access road which is less populated and shorter distance ▪ The northern access road connects the Kabanga mine to local communities and transport infrastructure, which is planned to be paved by TANROADS Power to the mine and refinery will be supplied by a combination of grid power from first production and site based stand - alone hybrid power ▪ The Kahama refinery has access to readily available power from the grid (brownfield site) ▪ The Kabanga mine is situated 80km away from an existing 220/33kV power substation in Nyakanazi ▪ A 220kV line to the substation will be constructed so the mine will have grid power from first production ▪ TANESCO is currently preparing a proposal to install an interim 33kV line to provide construction requirements ▪ Project will aim to maximize use of hydro and renewables to provide electrical supply to mine and refinery sites Rail refined metal products from Kahama refinery to Dar es Salaam port for international export ▪ The Kahama refinery location is 30km from the rail terminal at Isaka where refined metals will be loaded to transport to Dar es Salaam port ▪ Tanzania has been upgrading the railway line to standard gauge rail between Dar es Salaam and Isaka since 2018 ▪ The first two phases of the SGR upgrade project are complete (56%), the third phase is under construction (additional 30%) and the final phase contract to Isaka (final 14%) is expected to be awarded in 2022 Existing camp is currently capable of housing 150 personnel after an initial upgrade at Kabanga mine site ▪ Phase 1 refurbishment completed with new power generator, communications infrastructure, electric perimeter fences etc. ▪ Phase 2, refurbishment planned to take camp to full capacity of 250 ▪ The site and design of a larger permanent camp and airstrip has been established for early works development in the Project schedule Kabanga Mine Kahama Refinery

28 Estimated Development Timeline For 2.2 Mt/a Integrated Mine (5) One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits 2 Targeted first ore from Kabanga Over 20 years and $293 million invested in the project to date Note: Timeline is based on internal company expectations and assumes BHP executing its option to increase ownership in Kabang a N ickel to 60.7% and alternative plans may delay the timeline. 1 – SML refers to Special Mining License; RAP refers to Resettlement Action Plan; FEED refers to Front End Engineering and Desig n. 2 – In December 2021, BHP invested $10 million into Lifezone and $40 million into Kabanga Nickel, a subsidiary of Lifezone. 3 – In October 2022, BHP agreed to invest an additional $50 million in Kabanga Nickel, which is subject to certain regulatory co nditions. 4 – BHP has the option to increase its indirect ownership interest in Tembo Nickel after feasibility studies and certain other c onditions to 51.0% of the total voting and economic equity rights at a valuation of 70% of NAV of Tembo Nickel as determined by three independent valuation experts. 5 – Lifezone and BHP have commissioned a definitive feasibility study which will investigate the potential increase in productio n throughput for the life of mine to a size of up to 3.4 Mt/a. BHP’s initial $50m investment (2) Potential to increase the mine size at feasibility study stage which could be value accretive, yet potentially elongate timel ine (5) Potential timing of BHP option exercise (4) Agreement signed for BHP’s second $50m investment (3) Kabanga Mine SML (1) Approved SML (1) Exploration Environmental & RAP (1) Planning / Permitting Update Feasibility Study / FEED (1) Early Site Works / RAP (1) Commencement Mine Development / RAP (1) Implementation First Ore 2026 2021 2022 2023 2024 2025 Kahama Refinery Refinery Special Economic Zone Approval Environmental Permitting & License Feasibility Study / FEED (1) Construction First Concentrate 2026 2021 2022 2023 2024 2025

29 BHP’s Strategic Investment Supports Valuation Leading Strategic Partner BHP Supports Economics & Enhances Project Execution 3 84.0% Government of Tanzania Existing Pro Forma Ownership Structure (2) Potential Future Ownership (4)(5)(6) 83.0% 17.0% 16.0% • BHP invested $50 million in December 2021 for 8.9% interest in Kabanga Nickel and 1.9% of Lifezone Metals (1) • In October 2022, BHP agreed to invest an additional $50 million in Kabanga Nickel (for total ownership of 17.0%) subject to certain regulatory conditions, at an implied Lifezone valuation of $627 million (3) – same rollover equity value agreed in the GoGreen merger (4) • BHP has an option to increase its interest in Kabanga Nickel to 60.7% after the feasibility studies, expected in ~12 months, and bringing its indirect ownership to a 51.0% controlling interest of Tembo Nickel • Upon exercise, BHP will contribute cash to Kabanga Nickel at 0.7x Tembo Nickel NAV valuation, as determined by three independent valuation experts, fund towards the capital expenditure of the project 84.0% Government of Tanzania 39.3% 60.7% 16.0% 51.0% indirect 14.3% indirect 1.9% (1) 1.9% (1) GoGreen merger price at BHP valuation while nickel price +10% (1) 1 – BHP agreement dated December 24, 2021. Price of nickel was $20,016 at December 2021 close and appreciated to $22,142 in Octo ber 2022. 2 – BHP’s investment in Lifezone Metals is presented on a fully diluted basis after completion of the investment agreed in October 2022. 3 – Based on implied valuation of $161 million for Lifezone Metals (excluding interest in Kabanga Nickel) and $466 million for the implied value of Kabanga Nickel to Lifezone Metals for a total of $627 million. 4 – Excludes value of potential Lifezone’s earnout economics and warrants. 5 – BHP’s potential future investment is in BHP’s sole discretion and is subject to certain conditions being satisfied, in parti cular, the satisfactory completion of and agreement on the feasibility study, agreement on the joint financial model in respe ct of the Kabanga project, the completion of an independent valuation of Kabanga Nickel Limited and receipt of any necessary regulatory and tax approvals. 6 – BHP’s potential future ownership in Lifezone Metals does not reflect impact of Lifezone merger with GoGreen .

30 Green Metals Paradox: the “ Airpocalypse ” Meaningfully Lower Emissions via Lifezone’s Proprietary Green Hydromet Technology 4 Metals needed to enable energy transition largely rely on smelting – highly carbon emissive, energy intensive and produces toxic slag Lifezone’s hydromet technology has potential to reduce estimated electricity consumption by up to 87% and CO 2 equivalent emissions by up to 81% (1)(2) 1 – Figures are estimates from Cova Advisory and Associates (an independent ISO 17020 accredited energy Measurement and Verifica tion inspection body) which studied PGM metals at the Sedibelo plant in South Africa under the then - applicable conditions in 202 0. This assumes reagents not manufactured on - site. The figures are to be verified once the Sedibelo plant is operational and actual results could differ by specific project. 2 – Example shown is comparing a 280ktpa Lifezone Hydromet PGM plant to the average South African PGM refinery of the same capac ity. Photos by Shutterstock. Group to find and pay for stock photos

31 The Solution: Hydromet Significant Cost and Emissions Advantages Over Smelting Meaningfully Lower Emissions via Lifezone’s Proprietary Green Hydromet Technology 4 • Modular design with economies of scale • Traditional smelting / refining requires the use of electric arc furnaces, that melt concentrate at 1,200 ƒ C in air • Lifezone’s hydromet technology uses pressure oxidation and solvent extraction - electrowinning to extract valuable metals, with no melting of the concentrate Superior Economic and Emissions Profile (1) Source: Lifezone proprietary research, SFA (Oxford) Ltd, Gates Notes. 1 – Figures are estimates from Cova Advisory and Associates (an independent ISO 17020 accredited energy Measurement and Verifica tion inspection body) which studied PGM metals at the Sedibelo plant in South Africa under the then - applicable conditions in 202 0. This assumes reagents not manufactured on - site. The figures are to be verified once the Sedibelo plant is operational and actual results could differ by specific project. 2 – Internal data from independent study commissioned by Lifezone – SFA (Oxford) Ltd, 2018. Figures presented based on study ext racting PGM metals. The example shown above compares a 110 kt/a PGM refining plant which relates to the refinery at Pilanesbe rg Platinum Mine in South Africa which will utilize the Kell Process technology and an average South African PGM refinery of the same capacity using conventional pyrometallurgical proces ses . 3 – 4E includes platinum, palladium, rhodium and gold. 1.744 0.34 (2) Traditional Smelting / Refining Hydromet Scope 2 - Electricity Scope 1 - Liquid Fuels, Coal, Gas $134 $79 ( 2) $0 $20 $40 $60 $80 $100 $120 $140 $160 Traditional Smelting / Refining Lifezone Hydromet $705 $150 (2) $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 Traditional Smelting / Refining Lifezone Hydromet Capital Costs ( US$m ) (2) Operating Costs (US$/4E oz) (2)(3) 79% reduction 41% reduction Emissions ( ton CO2 eq./ton Conc ) 81% reduction Key Attributes Analysis of Lifezone hydromet efficacy in PGM metals illustrates potentially superior economic and emissions attributes

32 Sample IDType Pt Pd Rh Au Ni Cu Co - - - - 98.5 96.9 97.5 - - - - 99.7 99.6 99.8 A UG2 99 97 93 99 97 93 99 B UG2 99 98 96 97 95 96 83 C Merensky 99 98 97 99 99 99 98 D UG2-Merensky 99 98 96 99 98 99 93 E Platreef 99 98 96 99 99 99 99 F Platreef 98 99 97 96 99 99 99 G Polymetallic Great Lakes 97 99 95 96 99 99 99 H Polymetallic Great Lakes 99 99 - 99 99 99 99 I UG2-Merensky 99 98 90 99 97 96 95 J Polymetallic North America 95 99 - 99 99 99 98 K Great Dyke 99 98 95 98 98 98 96 L Great Dyke 99 98 89 99 99 99 96 M Polymetallic Australia 99 99 - 92 99 99 93 N Platreef 98 99 - 97 99 99 99 O Platreef 97 93 93 94 99 99 98 P Platreef 99 98 94 97 99 99 98 Q Ni-Cu-Co Sulphide - - - - 98 99 99 Mean 98 98 94 97 98 98 96 Sample IDType Au Ag Zn Pb Cu Co Sb 1 High-grade carbonaceous polymetallic ore 91 95 99 95 98 - - 2 Refractory gold concentrate 96 - - - 98 97 - 3 Refractory gold polymetallic concentrate 98 97 99 97 99 - 95 4 Double refractory Cu-Au concentrate 98 98 - - 99 - - 5 Refractory gold concentrate 98 98 - - - - - Mean 96 97 100 96 99 97 95 Overall Recoveries into Solution (%) Overall Recoveries into Solution (%) PGM-Au-Ni-Cu-Co Concentrate Au-Ag-Cu-Co-Zn-Pb-Sb Concentrate Kabanga Nickel Scoping Test Results - Test 1 Kabanga Nickel Scoping Test Results - Test 2 Lifezone Hydromet Technology Results in Very High Metal Recoveries in Tests Source: Company Study by Liddell, K.S., Adams, M.D., Smith, L.A., and Muller, B Kell hydrometallurgical extraction of preciou s a nd base metals from flotation concentrates – Piloting, engineering, and implementation advances. Published in the Journal of the Southern African Institute of Mining and Metallurgy (2019). Testing was performed at Simulus Laboratories in Perth, Australia. 1 – Kabanga nickel results are based upon a scoping sample used in a pressure oxidation test performed at Simulus Laboratories i n Perth, Australia on August 8, 2022. Hydromet Technology Licensing Growth Potential in Mining & Recycling 5 (1) (1)

33 Lifezone Hydromet to be used at Sedibelo Plant in South Africa Hydromet Technology Licensing Growth Potential in Mining & Recycling 5 Development underway with first production expected in late 2024 or early 2025 ▪ First Lifezone Hydromet Refinery under development at Sedibelo Resources’ Pilanesberg Platinum Mine (PPM) ▪ Lifezone has 33% indirect beneficial ownership in the Lifezone Hydromet Refinery and will also receive royalties ▪ Lifezone's innovative process has the potential to unlock smaller mining companies' reliance on the PGM majors oligopoly of relatively polluting smelters ▪ The 110,000 tpa plant to produce over 360koz pa of refined 4PGE, Class 1 nickel, copper and cobalt metals (1) ▪ Total capital costs expected to $125 million, funded between debt and equity from existing shareholders (1) ▪ Lifezone’s financial partners, the Industrial Development Corporation South Africa (IDC) and Sedibelo Resources (owner of PPM) funding relative share of capital costs; IDC and Sedibelo Resources are also funding project debt (3) ▪ Refined metals produced will have significantly lower CO 2 equivalent footprints than current production (1) Higher Metal Recoveries (2) 1 – Feasibility Study published by Simulus Engineering, 2020 plus amounts for owners’ costs, Resources’ Pilanesberg Platinum min e; capital and operating cost estimates subject to current review and update. 2 – SFA (Oxford) Ltd, 2018. Smelting figures are based on Southern African weighted average industry recoveries. Lifezone estima ted recoveries as provided by the company. 3 – Lifezone's indirect equity interest in the Lifezone Hydromet Refinery is held through Kelltech Limited, a joint venture between Lifezone and Orkid S.a.r.l (a wholly owned subsidiary of Sedibelo Resources Limited) (" Orkid "). In case Kelltech Limited (or an entity controlled by Kelltech ) requires funding, it may raise funds, amongst other things, by way of a rights issue. If Lifezone wishes to follow its rights under the rights issue, it is entitle d t o require Orkid to advance a loan to Lifezone of such amount so as to enable Lifezone to subscribe to its share of the rights issue. Lifezone Hydromet Refinery Site Overview Preliminary Layout

34 $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 – 30% – 20% – 10% + 10% + 20% + 30% $400 $457 $515 $572 $629 $686 $743 $117 4.5x 3.7x 3.2x 2.8x 2.5x 2.2x 2.0x $132 4.8x 3.9x 3.3x 2.9x 2.5x 2.3x 2.1x $146 5.1x 4.1x 3.5x 3.0x 2.6x 2.3x 2.1x $161 5.5x 4.4x 3.6x 3.1x 2.7x 2.4x 2.2x $175 5.9x 4.6x 3.8x 3.2x 2.8x 2.5x 2.2x $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 – 30% – 20% – 10% + 10% + 20% + 30% $400 $457 $515 $572 $629 $686 $743 $117 $390 $471 $552 $634 $715 $796 $878 $132 $367 $449 $530 $611 $693 $774 $855 $146 $345 $426 $508 $589 $670 $751 $833 $161 $322 $404 $485 $566 $648 $729 $810 $175 $300 $381 $463 $544 $625 $707 $788 Compelling Valuation Under Various Scenarios (1) Attractive Valuation 6 Adjusted EBITDA Attributable to Lifezone Metals (2) Illustrative Adjusted EBITDA & valuation sensitivity analysis 1 – Illustrative financial metrics based on the Company’s cost and metal price estimates. 2 – Based upon 2.2 mt/a annual ore capacity and reflects 83.0% ownership in Kabanga Nickel and 69.7% implie d net ownership in Tembo. Analysis is presented on a post - capital return basis as it relates to the Government of Tanzania’s carry (total project Adjusted EBITDA m ultiplied by implied Tembo ownership); pre - capital return on the Government of Tanzania’s carry would be higher and derived by total project Adjusted EBITDA multiplied by Kabanga Nickel ownership. Note that Lifezone and BHP have commissioned a definitive feasibility study which will investigate the potential increase in production throughp ut for the life of mine to a size of up to 3.4 Mt/a. 3 – Numerator is the sum of Lifezone Metals’ 83.0% attributable portion of $1.3 billion project estimated capex plus transaction enterprise value of $681 million. 4 – Nickel price sensitivity is presented as a proxy for prices for copper and cobalt; the base nickel price assumption of $20,944 per metric ton corresponds with a copper price of $8,818 per metric ton and cobalt price of $57,320 per me tric ton. 5 – Revenue per ton is derived by applying ore grade, concentrator recovery and refining recovery factors to respective assumed metals prices. Note: See 'Use of Projections' and 'Financial Measures; Non - GAAP Financial Measures' on slides 3 and 4, respectively, and Adjust ed EBITDA reconciliation on slide 46 - 48. Nickel Price ($/metric ton) (4) Opex ($/metric ton) Revenue ($/metric ton) (5) Nickel Price ($/metric ton) (4) Revenue ($/metric ton) (5) Implied EV/Adjusted EBITDA (3) Opex ($/metric ton) Analysis excludes: value of Lifezone hydromet technology, potential Kabanga project upsizing and exploration upside, and Sedi bel o project value

35 $0.56 $0.48 $0.37 $0.13 $0.08 $0.07 $0.01 Talon Azure Chalice Centaurus Poseidon Cannon Blackstone Minerals $0.95 $0.47 $0.47 $0.40 $0.37 $0.30 $0.17 $0.13 Mincor Nickel Industries Panoramic Nickel 28 PT Vale Norilsk Nickel Asia Sherritt Public Valuation Comps Attractive Valuation 6 1 – Factset as of December 12, 2022, company filings. 2 – Adjusted to remove non - resource value. Numerator is transaction enterprise value of $681 million less $161 million for value ascribed to hydromet business, and t he denominator is 3,129Mlbs. (2.036 Mt NiEq at the mine level multiplied by 2.2046 to convert to lbs. and multiplied by the 69.7% net interest attributable to Lifezone ). 3 – Lifezone EV/M&I+I. Numerator is enterprise value of $681 million and t he denominator is 3,129Mlbs. (2.036 Mt NiEq at the mine level multiplied by 2.2046 to convert to lbs. and multiplied by the 69.7% net interest attributable to Lifezone ). 4 – For illustration purposes only. Different companies may report EBITDA differently and thus the figures presented herein may not be comparable. No adjustment has been made to reported EBITDA figures to align any potential discrepancies. 5 – Lifezone enterprise value calculated as $681 million transaction enterprise value plus Lifezone’s current 83.0 % attributable portion of $1.3 billion project capex; Lifezone EBITDA presented based on $589 million run - rate EBITDA as shown on slide 34. 6 – Bloomberg as of December 12, 2022. EV/M&I+I (US$/ lb NiEq ) EV/Adjusted EBITDA (4) Nickel Producers (1) Nickel Developers (1) Miners (2024 EV/EBITDA) (6) Clean Metals (2024 EV/EBITDA) (6) $0.17 $0.22 Lifezone Lifezone 3.0x Lifezone $0.24 avg. $0.41 avg. Clean Processing Tech (2024 EV/EBITDA) (6) 12.0x 8.9x 7.8x 6.3x 6.2x Ivanhoe Mines Southern Copper Newmont BHP Freeport McMoran 20.6x 9.9x 9.4x 9.3x 9.2x Cameco MP Materials Ganfeng Lithium Albemarle Livent 27.2x 15.3x 14.7x 13.5x 12.1x 10.6x Plug Power Bloom Energy Chart Industries Linde Air Products & Chemicals Air Liquide 8.2x avg. 10.4x avg. 16.2x avg. (5) Kabanga Run - Rate Year (2) (3)

36 Flexibility to Fully Fund Kabanga Project Enhanced by Proposed Transaction • Kabanga expects to launch competitive offtake process for our potentially “greener” nickel upon closing the Transaction and announce offtake partner(s) prior to FID • Lifezone is exploring upsizing the annual capacity of the Kabanga Project which, if upsized, could significantly increase Kabanga’s net asset value • Kabanga will continue exploration of its mineral licenses and prospects over the next 12 months that could expand the resource base • Lifezone is in discussions with commercial partners for projects that may utilize its hydromet refining technology and new licensing/royalty projects • Lifezone is evaluating potential new resource development projects Potential catalysts over next 18 months Funding Kabanga Nickel Project Potential Upcoming Catalysts • Lifezone believes becoming a public company will raise Kabanga’s profile and result in increased competitive tension in an offtake sales process among OEMs for Lifezone’s potentially “greener” nickel • Lifezone intends to market to strategic investors through the closing process to minimize the potential funding gap • Minimum cash proceeds in the contemplated Transaction, in addition to cash on balance sheet, expected to fully fund the business through final investment decision (“FID”), which is expected in late 2023 or early 2024 • Lifezone may need significant capital at FID to fund project construction. We believe options to accretively fund the project include: • Monetizing a portion of Lifezone’s interest in Kabanga • Strategic capital from OEMs and offtake customers • Monetizing non - core cobalt and copper metal streams • Project - level equity and debt financing Attractive Valuation 6

37 Proposed Transaction Overview 1 – Assumes no redemptions by GOGN’s public shareholders and cash in trust as of June 30, 2022. 2 – Lifezone Metals consolidated cash balance as of June 30, 2022 and excludes impact from BHP’s October 2022 agreement to invest $50 million in Kabanga Nickel Limited, a subsidiary of Lifezone Limited, which is subject to certain regulatory conditions. 3 – Assumes $33 million in estimated transaction fees. 4 – Excludes impact of ~14.5MM warrants with a strike price of $11.50. 5 – Excludes impact of Lifezone 5 - year earnout of ~12.4MM shares with a vesting price of $14.00 and ~12.4MM shares with a vesting price of $16.00. 6 – Excludes impact of GOGN sponsor 5 - year earnout of 0.86MM shares with a vesting price of $14.00 and 0.86MM shares with a vest ing price of $16.00. 7 – Excluding a carve - out for amounts to cover potential tax liabilities for certain individuals incurred as a result of the pro posed merger transaction. Sources Redemption Scenario 0% 90% GOGN Cash in Trust (1) $282 $28 Lifezone Metals Existing Cash (2) 39 39 Lifezone Metals Equity Roll - Over 627 627 PIPE 70 70 Total Sources $1,017 $764 Uses Redemption Scenario 0% 90% Cash to Balance Sheet (1)(2)(3) $357 $104 Lifezone Metals Equity Roll - Over 627 627 Estimated Fees & Expenses (3) 33 33 Total Uses $1,017 $764 Capitalization Redemption Scenario 0% 90% Share Price $10.00 $10.00 Pro Forma Shares Outstanding (1)(4)(5)(6) 103.8 77.8 Equity Value (1)(4)(5)(6) $1,038 $778 Less: Pro Forma Net Cash (1)(2)(3) ($357) ($104) Enterprise Value (4)(5)(6) $681 $674 • $ 282 million GOGN cash in trust (1) & $70 million fully committed PIPE • 100% of Lifezone’s existing shareholders expected to roll - over into the combined entity (7) • Strengthen balance sheet ($318 million projected net cash) (1)(2)(3) to execute on business strategy Commentary Attractive Valuation 6 Pro Forma Ownership 60% 5% 28% 7% 81% 9% 4% 7% 0% Redemptions 90% Redemptions

38 Conclusion Compelling Outlook for Nickel Supply/Demand and Responsibly Sourced “Green” Metals 1 One of the World's Largest & Highest - Grade Undeveloped Nickel Sulphide Deposits (1) 2 Leading Strategic Partner BHP Supports Economics & Enhances Project Execution 3 Meaningfully Lower Emissions (2) Expected via Lifezone’s Proprietary Green Hydromet Technology 4 6 Attractive Valuation 5 Hydromet Technology Licensing Growth Potential in Mining & Recycling 7 Experienced Leadership & Project Execution Team 1 – Based on analysis of the largest undeveloped nickel deposits from S&P Capital IQ Pro, as modified per public data on each mining project. The Kabanga Project's resource metrics reflect the me asu red, indicated and inferred resources referred to in the Historical Mineral Resource Estimate from the TRS, as set out on sli de 24. 2 – Compared to traditional smelting and refining.

APPENDIX

40 Lifezone Technology Timeline 1981 1996 1999 2006 2010 2014 2016 2008 1981 - 1988: Keith Liddell and Mike Adams work together on major PGM and gold projects in South Africa, receiving several medals for industry advancements 2000 2020 1996: Lifezon e’s PGM Hydromet technology conceptualized by Liddell 1999: Bateman Ltd conclude process has no flaws following detailed analysis 2000 - 2005: Keith Liddell and Mike Adams extensively test 22 flowsheet to optimize design 2000 - 2007: PGM Hydromet technology patents granted in South Africa, USA and Canada 2006 - 2021: Continual development of engineering, process flowsheets and process simulation for past 15+ years 2008: Incorporation and seed funding of Lifezone by the Liddell, von Christierson and Smedvig family offices 2020: Sedibelo’s Board approves construction of h ydromet plant utilizing Lifezone’s technology 2016: Industrial Development Corporation partner with Lifezone in South Africa 2014: Completion of pilot plant testing and DFS application of hydromet technology to Sedibelo PGM concentrate 2014 - 2016: Successful development and testing of technology on gold and polymetallic concentrates 2010 - 2021: Pilot testing, engineering and c ost studies completed for PGM and base metal procedures / developers globally 2021 2021: Commencement of detailed engineering design and early works for implementation of hydromet plant at Sedibelo . 97 global hydromet patents awarded over course of past 8 years 2021: BHP invests $10 million in Lifezone and $40 million in Kabanga Nickel project 2022: BHP agrees to invest an additional $50 million in Kabanga Nickel Project 2022

41 Largest 20 Nickel Deposits Source: S&P Ca pital IQ Pro, as modified per public data on each project. 1 – NiEq . Values calculated using input prices of Nickel:$20,944/T, Copper $8,818/T and Cobalt $57,320/T, Chrome $4,409/T, Platinum $1, 046/oz, Palladium $1,946/oz, Gold $1,798oz, Zinc $3,247/T, Silver $23.11/oz. No value was assigned for Iron. No additional re cov eries or payabilties have been applied to published data. 2 – The Ni/ NiEq % is based on nickels value in - situ versus the other elements according to the above pricing mechanisms Tier 1 Asset x Positioned attractively amongst top 2 nickel deposits globally Resource Grade x Kabanga NiEq . grade of 3.28% is the highest amongst the Top 20 Nickel Deposits Largest 20 Nickel Deposits Ranked by Grade (1)(2) Project Operator Location Type M&I+I Resource Grade Contained Ni / NiEq (%) (Kt) (%) Kabanga Lifezone Tanzania Sulphide 3.3% 1,900 79.6% Sudbury (Vale) Vale Ontario Sulphide 3.0% 3,665 48.8% Taimyr Norilsk Siberia Sulphide 2.6% 55,644 27.5% Koniambo Glencore New Caledonia Laterite 2.5% 3,426 100.0% PTVI Vale Indonesia Laterite 1.7% 3,720 100.0% Onca Puma Vale Brazil Laterite 1.4% 2,169 100.0% Moa Bay Sherrit Cuba Laterite 1.3% 2,466 74.0% Murrin Murrin Glencore Australia Laterite 1.2% 2,479 81.8% Ambatovy Sumitomo Madagascar Laterite 1.1% 2,832 80.6% Central Musgrave Metals X Australia Laterite 1.1% 2,376 82.2% Cerro Matoso South 32 Colombia Laterite 0.9% 2,878 100.0% Kola Norilsk Siberia Sulphide 0.8% 3,898 81.0% Kalgoorlie Ardea Australia Laterite 0.8% 6,930 84.8% Nickel West BHP W. Australia Sulphide 0.7% 7,372 100.0% Ravensthorpe First Quantum W. Australia Laterite 0.6% 1,953 87.9% West Musgrave Oz Minerals W. Australia Sulphide 0.5% 2,107 57.0% Crawford Canada Nickel Ontario Sulphide 0.4% 8,503 59.2% NorthMet PolyMet Minnesota Sulphide 0.3% 3,099 25.3% Turnagain Gigametals BC Sulphide 0.2% 6,654 85.9% Decar FPX BC Sulphide 0.1% 3,111 100.0%

42 Aligned with Lifezone’s Partner, the Government of Tanzania “The United States and Tanzania have enjoyed relations for the last 60 years; my government would like to see the relations grow further and strengthened to greater heights. I would like to express my government’s appreciation to the US government for invaluable development assistance and great work the US aid has been doing in Tanzania over the years particularly on the social and economic development” Samia Suluhu Hassan, President of Tanzania (April, 2022) ▪ Strengthening ties between Tanzania and the US highlighted by President Samia’s recent visit with VP Harris, resulting in $1 billion of targeted investment from US companies (1) ▪ Government of Tanzania has signed 5 mining licenses in the last year ▪ Lifezone believes that execution of the Kabanga Nickel project would add ~6% to Government of Tanzania revenues (3) ▪ Attractive business climate reflected by negotiations for $30 billion of LNG investments from major international oil & gas companies 1 – The Citizen, April 2022. 2 – Transparency International. Rank system is out of 180 with 1 being the best. Regions use the average rank of the respective countries. 3 – Based on Tanzania 2020 - 2021 budget of 34.9 trl TZS, or approximately $15 billion, and Government of Tanzania’s estimated proportional Adjusted EBITDA in the project based o n a 2.2mt development plan. Tanzania ranks 87/180 in CPI for 2021, better than the average of most regions and major mining countries like Russia 87 91 99 120 136 Tanzania Latin America Middle East & North Africa Sub-Saharan Africa Russia Transparency International 2021 Corruption Perception Index Rank (2) President Samia Suluhu Hassan in office since March of 2021, focus on investment and international engagement

43 Strong Global IP Protection with Over 100 Patents in Lifezone’s Portfolio Patent number Filing date Patent ’s area of focus US6,579,504 (1) 12/07/2013 PGM Kell process original concept presentation US9,540,706 12/07/2013 PGM Kell process iron and sulphur separation and removal AU2013263848 29/11/2013 Recovery of PGMs, base metals and scandium from oxides and laterites US9,982,320 24/11/2015 Gold and silver KellGold process original concept presentation US10,011,889 25/11/2015 Recovery and separation of elements from solution streams US10,988,826 21/6/2018 Multiple leach process for separation and recovery of metals GB2118901.4 (2) 23/12/2021 Hydrogen - based extraction of metals from feed materials Lifezone’s Main Patent Families Global Footprint of Lifezone’s Patents Family 1 (P1374) Family 2 (P1366) Family 3 (P1344) Family 4 (P1580) Family 5 (P1581) Family 6 (P2115) Family 7 (P3234) 1 – Not currently active 2 – Priority application, pending. Indicates locations where Lifezone has multiple families of patents

44 Lifezone’s Hydromet Technology Provides Licensing Growth Opportunity Traceable production In - country beneficiation: Increased value recognition and job creation Equitable share of benefits with stakeholders Estimated up to 81% less CO 2 & zero SO 2 emissions (1) Estimated up to 87% less electricity consumption (1) 80 % lower capital costs & 40 % lower operating costs (2) Fewer metallurgical constraints 1 – Figures are estimates from Cova Advisory and Associates (an independent ISO 17020 accredited energy Measurement and Verifica tion inspection body) which studied PGM metals at the Sedibelo plant in South Africa under the then - applicable conditions in 202 0. This assumes reagents not manufactured on - site. The figures are to be verified once the Sedibelo plant is operational and actual results could differ by specific project. 2 – Internal data from independent study commissioned by Lifezone – SFA (Oxford) Ltd, 2018. The Journal of the Southern African Institute of Mining and Metallurgy (2019); actual values will vary according to site specific factors. Lifezone’s technology can penetrate global metal refining opportunities across copper, nickel, gold, and PGM metals

45 Lifezone Recycling Can Decarbonize Secondary Supply Chain of Green Metals The Problem Multiple cycles of recycling through smelting dramatically increases the carbon footprint of “green” metals Circular Supply Chain Raw materials Extraction Hydromet Processing End Customers Refined End Products Recycling - Reuse Electronic Waste PGM & Base Metals Used EV Batteries / Black Mass Base Metals Spent Catalytic Converters PGM Metals The Solution (1) Lifezone Hydromet process has the potential to be used to cleanly and economically recycle critical elements 1 – The Hydromet process has not been tested for recycling of base metals.

46 Adjusted EBITDA Reconciliation Illustrative sensitivity analysis 1 – Revenue includes ( i ) revenue from sale of nickel, copper and cobalt; (ii) Annual rate of production: 2.2 million tons; (iii) Refinery recovery: Ni= 98%, Cu=99%, Co=99%; (iv) Concentrate recovery: Ni=89%, Cu=86%, Co=89%; (v) Ore grade: Ni=2.61%, Cu=0.35%, Co=0.19%; (vi) Met al content in concentrate = (annual rate of production x ore grade x concentrate recovery) x 1 million; (vii) Refined metal production = (metal content i n c oncentrate x refinery recovery); and (viii) Revenue = (refined metal production x metal price)/1 million. 2 – Royalties = Royalties and other similar payments composed of local government levy, Tanzanian government royalty and inspect ion fees. These do not include the cost (absolute or proportionate) of the royalties which will be owed to Lifezone, as these wi ll be paid to Lifezone and be included in Lifezone Metals' consolidated results. 3 – Adjusted EBITDA attributable to Lifezone Metals = (Kabanga Project EBITDA x % shareholding of Kabanga Nickel in Tembo Nickel (84%) x % shareholding of Lifezone in Kabanga Nickel (82.99%)). 4 – Adjusted EBITDA attributable to Lifezone Metals cannot be reconciled to Lifezone Metals' net income due to unavailability of amounts related to taxes, depreciation, amortization, interest expense and other revenue and costs for the IP business. Note: Base operating cost assumptions of $146/ton is based on the following assumptions provided by the Company: Mining Costs ($ 50/ton), Processing Costs ($13/ton), Refinery Costs ($62/ton), Transport Costs ($9/ton) and G&A ($13/ton). Analysis presents a s ensitivity to 10%, 20%, and 30% higher and lower operating costs to this base case. Based on Cost per Ton of: $117 Nickel price ($/ton) $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 Copper price ($/ton) $6,173 $7,055 $7,937 $8,818 $9,700 $10,582 $11,464 Cobalt price ($/ton) $40,124 $45,856 $51,588 $57,320 $63,052 $68,784 $74,516 Metal Price Sensitivity – 30% – 20% – 10% Base + 10% + 20% + 30% Adjusted EBITDA Attributable to Lifezone Metals Reconciliation Revenue ($ million) (1)(4) 881 1006 1132 1258 1384 1510 1635 Opex & royalties ($ million) (2) 322 331 340 349 358 368 377 Kabanga Project Adjusted EBITDA ($ million) 559 676 792 909 1026 1142 1259 Adjusted EBITDA attributable to Lifezone Metals ($ million) (3) 390 471 552 634 715 796 878 Based on Cost per Ton of: $132 Nickel price ($/ton) $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 Copper price ($/ton) $6,173 $7,055 $7,937 $8,818 $9,700 $10,582 $11,464 Cobalt price ($/ton) $40,124 $45,856 $51,588 $57,320 $63,052 $68,784 $74,516 Metal Price Sensitivity – 30% – 20% – 10% Base + 10% + 20% + 30% Adjusted EBITDA Attributable to Lifezone Metals Reconciliation Revenue ($ million) (1)(4) 881 1006 1132 1258 1384 1510 1635 Opex & royalties ($ million) (2) 354 363 372 381 390 400 409 Kabanga Project Adjusted EBITDA ($ million) 527 644 760 877 993 1110 1227 Adjusted EBITDA attributable to Lifezone Metals ($ million) (3) 367 449 530 611 693 774 855

47 Adjusted EBITDA Reconciliation (Cont.) Illustrative sensitivity analysis Based on Cost per Ton of: $146 Nickel price ($/ton) $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 Copper price ($/ton) $6,173 $7,055 $7,937 $8,818 $9,700 $10,582 $11,464 Cobalt price ($/ton) $40,124 $45,856 $51,588 $57,320 $63,052 $68,784 $74,516 Metal Price Sensitivity – 30% – 20% – 10% Base + 10% + 20% + 30% Adjusted EBITDA Attributable to Lifezone Metals Reconciliation Revenue ($ million) (1)(4) 881 1006 1132 1258 1384 1510 1635 Opex & royalties ($ million) (2) 386 395 404 413 423 432 441 Kabanga Project Adjusted EBITDA ($ million) 495 611 728 845 961 1078 1194 Adjusted EBITDA attributable to Lifezone Metals ($ million) (3) 345 426 508 589 670 751 833 Based on Cost per Ton of: $161 Nickel price ($/ton) $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 Copper price ($/ton) $6,173 $7,055 $7,937 $8,818 $9,700 $10,582 $11,464 Cobalt price ($/ton) $40,124 $45,856 $51,588 $57,320 $63,052 $68,784 $74,516 Metal Price Sensitivity – 30% – 20% – 10% Base + 10% + 20% + 30% Adjusted EBITDA Attributable to Lifezone Metals Reconciliation Revenue ($ million) (1)(4) 881 1006 1132 1258 1384 1510 1635 Opex & royalties ($ million) (2) 418 427 436 446 455 464 473 Kabanga Project Adjusted EBITDA ($ million) 463 579 696 812 929 1046 1162 Adjusted EBITDA attributable to Lifezone Metals ($ million) (3) 322 404 485 566 648 729 810 1 – Revenue includes ( i ) revenue from sale of nickel, copper and cobalt; (ii) Annual rate of production: 2.2 million tons; (iii) Refinery recovery: Ni= 98%, Cu=99%, Co=99%; (iv) Concentrate recovery: Ni=89%, Cu=86%, Co=89%; (v) Ore grade: Ni=2.61%, Cu=0.35%, Co=0.19%; (vi) Met al content in concentrate = (annual rate of production x ore grade x concentrate recovery) x 1 million; (vii) Refined metal production = (metal content i n c oncentrate x refinery recovery); and (viii) Revenue = (refined metal production x metal price)/1 million. 2 – Royalties = Royalties and other similar payments composed of local government levy, Tanzanian government royalty and inspect ion fees. These do not include the cost (absolute or proportionate) of the royalties which will be owed to Lifezone, as these wi ll be paid to Lifezone and be included in Lifezone Metals' consolidated results. 3 – Adjusted EBITDA attributable to Lifezone Metals = (Kabanga Project EBITDA x % shareholding of Kabanga Nickel in Tembo Nickel (84%) x % shareholding of Lifezone in Kabanga Nickel (82.99%)). 4 – Adjusted EBITDA attributable to Lifezone Metals cannot be reconciled to Lifezone Metals' net income due to unavailability of amounts related to taxes, depreciation, amortization, interest expense and other revenue and costs for the IP business. Note: Base operating cost assumptions of $146/ton is based on the following assumptions provided by the Company: Mining Costs ($ 50/ton), Processing Costs ($13/ton), Refinery Costs ($62/ton), Transport Costs ($9/ton) and G&A ($13/ton). Analysis presents a s ensitivity to 10%, 20%, and 30% higher and lower operating costs to this base case.

48 Based on Cost per Ton of: $175 Nickel price ($/ton) $14,661 $16,755 $18,850 $20,944 $23,038 $25,133 $27,227 Copper price ($/ton) $6,173 $7,055 $7,937 $8,818 $9,700 $10,582 $11,464 Cobalt price ($/ton) $40,124 $45,856 $51,588 $57,320 $63,052 $68,784 $74,516 Metal Price Sensitivity – 30% – 20% – 10% Base + 10% + 20% + 30% Adjusted EBITDA Attributable to Lifezone Metals Reconciliation Revenue ($ million) (1)(4) 881 1006 1132 1258 1384 1510 1635 Opex & royalties ($ million) (2) 450 459 469 478 487 496 505 Kabanga Project Adjusted EBITDA ($ million) 430 547 664 780 897 1014 1130 Adjusted EBITDA attributable to Lifezone Metals ($ million) (3) 300 381 463 544 625 707 788 Adjusted EBITDA Reconciliation (Cont.) Illustrative sensitivity analysis 1 – Revenue includes ( i ) revenue from sale of nickel, copper and cobalt; (ii) Annual rate of production: 2.2 million tons; (iii) Refinery recovery: Ni= 98%, Cu=99%, Co=99%; (iv) Concentrate recovery: Ni=89%, Cu=86%, Co=89%; (v) Ore grade: Ni=2.61%, Cu=0.35%, Co=0.19%; (vi) Met al content in concentrate = (annual rate of production x ore grade x concentrate recovery) x 1 million; (vii) Refined metal production = (metal content i n c oncentrate x refinery recovery); and (viii) Revenue = (refined metal production x metal price)/1 million. 2 – Royalties = Royalties and other similar payments composed of local government levy, Tanzanian government royalty and inspect ion fees. These do not include the cost (absolute or proportionate) of the royalties which will be owed to Lifezone, as these wi ll be paid to Lifezone and be included in Lifezone Metals' consolidated results. 3 – Adjusted EBITDA attributable to Lifezone Metals = (Kabanga Project EBITDA x % shareholding of Kabanga Nickel in Tembo Nickel (84%) x % shareholding of Lifezone in Kabanga Nickel (82.99%)). 4 – Adjusted EBITDA attributable to Lifezone Metals cannot be reconciled to Lifezone Metals' net income due to unavailability of amounts related to taxes, depreciation, amortization, interest expense and other revenue and costs for the IP business. Note: Base operating cost assumptions of $146/ton is based on the following assumptions provided by the Company: Mining Costs ($ 50/ton), Processing Costs ($13/ton), Refinery Costs ($62/ton), Transport Costs ($9/ton) and G&A ($13/ton). Analysis presents a s ensitivity to 10%, 20%, and 30% higher and lower operating costs to this base case.

EX-99.3

Exhibit 99.3

   

Joint Press Release

Lifezone Metals, developer of cleaner metals for EV batteries, to become first nickel resource and green technology company listed on NYSE via combination with GoGreen Investments (NYSE: GOGN)

Highlights

● Controlling interest in one of world’s largest and highest-grade undeveloped nickel deposits offers new resource of more sustainable metals, addressing critical supply deficit for EV batteries.

● Proprietary hydromet mineral processing technology has potential to significantly reduce carbon emissions in battery metals refining compared to traditional smelting and refining.

● Positioned to capitalize on strong demand for battery grade and responsibly sourced nickel from OEMs and other manufacturers of electric vehicles and batteries globally.

● Potential to create a more reliable nickel supply chain for the U.S. and Europe.

● In excess of $70 million in a fully committed common equity private placement (“PIPE”) at $10 per share anchored by strategic and institutional investors, with additional commitments subject to agreement.

● Pro forma equity value of the combined company would be approximately $1 billion¹.

December 13, 2022, 6:03AM Eastern Standard Time

NEW YORK, NY – Lifezone Metals, a developer of cleaner battery metals, today announced it has entered into a definitive agreement for a business combination with GoGreen Investments (NYSE: GOGN), a publicly-listed special acquisition company (SPAC).

The transaction will create the first nickel resource and green technology company listed on the New York Stock Exchange (NYSE). Upon completion of the proposed transaction, the combined company will operate under the “Lifezone Metals” name and be listed on the NYSE under the ticker symbol “LZM”.

Lifezone Metals (or “Lifezone”) pairs one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with proprietary green-processing technology, to produce cleaner metals in support of growing demand for batteries used in electric vehicles (EVs), fuel cell vehicles (FCVs) and energy storage.

“Lifezone is bringing to market an economic solution that aims to reduce the impact on the climate at a time when there is a clear imbalance between supply and demand for responsibly sourced battery materials,” said John Dowd, GoGreen Investments’ CEO. “The company is developing what it believes will be one of the cleanest, most socially responsible nickel production facilities in the world. The propriety technology has the potential to significantly lower the cost, as well as the environmental and climate footprint, of mineral processing.”

¹ Assumes no redemptions by GOGN’s public shareholders and $33 million in estimated transaction fees; excludes impact of GOGN sponsor 5-year earnout of 0.86MM shares with a vesting price of $14.00 and 0.86MM shares with a vesting price of $16.00.

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Lifezone Metals founder, Keith Liddell added: “As the world shifts towards EVs, Lifezone aims to prove that greener, more affordable solutions for the energy transition are indeed possible. Preparing for the demand for battery metals to support production of the estimated 325 million EVs on the road by 2030² needs to start now – as automakers have reportedly stated the battery metals they use have to be low-carbon. Our partnership with BHP, a leading global resources company, supports the development of the Kabanga nickel project through additional funding and also gives us world-class experience and expertise to execute and scale.

We believe GoGreen management’s executive experience in building, growing and operating clean tech businesses provides critical insights for Lifezone as we move towards project execution and technology growth potential.”

The transaction values the combined company at a pro forma implied equity value of approximately $1.0 billion¹ with total net proceeds of $318 million¹. Including the net proceeds from the transaction and existing cash on Lifezone’s balance sheet, Lifezone would have over $357 million^1,3 of cash at transaction close, which is expected to help fund the company’s future growth and transition into its commercialization phase in 2026.

Concurrently with the consummation of the transaction, new strategic and institutional investors have committed in excess of $70 million in a common equity PIPE at $10 per share, with additional commitments subject to agreement. GoGreen and Lifezone will opportunistically consider additional PIPE commitments prior to the closing of the business combination.

Chris Showalter, CEO of Lifezone, will continue as CEO. Keith Liddell, founder of Lifezone, will serve as the Chairman of the Lifezone Metals Board, and Michael Sedoy, CFO of GoGreen, will join Lifezone Metals as interim CFO. John Dowd, GoGreen CEO and Govind Friedland, GoGreen Chief Operating Officer, will join the Lifezone Metals Board. The balance of the Lifezone Metals Board members will be appointed by Lifezone.

Cleaner, Greener, More Affordable Mineral Processing

Currently, metals smelting is responsible for 7% of all global CO₂ emissions according to estimates of the US Department of Energy’s Advanced Research and Projects Agency-Energy (“APRA-E”)⁴. Lifezone has developed a lower-impact, proprietary hydrometallurgical (hydromet) processing technology that has the potential to eliminate carbon-intensive smelting from nickel production, and also eliminates harmful sulfur dioxide emissions from the process altogether.

The potential sustainability benefits from this technology can help automakers and metal producers reduce greenhouse gas emissions from operations and their supply chains. And, through potential future licensing, the technology could be available in the U.S., Canada, and other countries.

² Based on expected EV sales between 2019 and 2030. Bespoke Nickel Market Outlook for Lifezone Limited, by Wood Mackenzie, September 2022.

³ Includes Lifezone’s $39 million net consolidated cash contribution.

⁴ Source: U.S. Wants Ideas For Carbon-Free Metals Smelting (forbes.com) (https://www.forbes.com/sites/jeffmcmahon/2021/06/06/us-wants-ideas-for-carbon-free-metals-smelting/?sh=5f6ac79f3cc4).

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The Africa Alternative: Creating a More Reliable Supply Chain for U.S. and Europe

Working with BHP (NYSE: BHP), a world-leading resources company, and the Government of Tanzania as key partners, Lifezone has secured the Kabanga project, a world-class, development-ready deposit of metals which we believe will be essential for the clean energy transition to combat global warming and climate change.

The Kabanga project in North-West Tanzania is one of the largest and highest quality undeveloped nickel deposits in the world, with an attributable mineral resource estimate⁵ to Lifezone of approximately 44 million tons at an average in-situ nickel grade of 2.61%, plus 0.35% copper and 0.19% cobalt. Kabanga and its hydromet processing facility have the potential to be one of the lowest cost, greenest metals production facilities in the world. The project will aim to maximize use of hydro and renewable power to provide electrical supply to mine and refinery sites.

Once operational, the Kabanga mine and hydromet refinery will produce refined high-grade nickel, LME Grade A copper cathode and cobalt.

“We see the metals supply chain as the major bottleneck holding back the promise of wider EV adoption in the U.S.,” said Chris Showalter, Lifezone CEO. “According to news reports, automakers have already invested significantly into battery electric vehicle production, but very little into sourcing the key metals required to power them. Additionally, permitting challenges continue to hold back mining and related activities in the United States vital to the energy transition.

We expect that Kabanga’s globally significant production profile and our hydromet technology will help address this deficit and meet the increasing needs of automakers. We believe that this lower cost, cleaner and more effective solution can also help to facilitate re-shoring battery manufacturing back to the U.S., and ultimately the electrification of society as a whole.”

Transaction Terms & Financing

The combined company will have an estimated post-transaction equity value of approximately $1 billion¹ with over $357 million¹ in net cash, assuming no redemptions and $33 million in estimated transaction fees.

Advisors

BTIG, LLC and Sprott Capital Partners LP acted as placement agents for the PIPE financing. Sprott Capital Partners LP also acted as the financial and capital markets advisor to GoGreen Investments. Latham & Watkins LLP served as counsel to GoGreen Investments. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal counsel to the placement agents.

RBC Capital Markets acted as exclusive financial adviser to Lifezone Metals, Travers Smith LLP served as UK legal counsel and Cravath, Swaine & Moore LLP served as US legal counsel to Lifezone Metals. Mayer Brown LLP acted as legal counsel to RBC Capital Markets.

Investor Webcast Information

GoGreen Investments and Lifezone Metals will host a joint investor conference call to discuss the proposed business combination today, Tuesday December 13, 2022 at 11am EST.

⁵ Mineral Resources are reported showing only the Lifezone Holdings Limited “LHL” attributable tonnage portion, which is 76.524% of the total.

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To follow our conference via webcast, you can go to the following link: 

https://gogreen.eventcdn.net/events/Lifezone-Metals-Business

After the conference finishes, a link to a recording will be available on the website.

To view the Investor Presentation and for further details, visit our new Business Combination site at: 

https://ir.lifezonemetals.com/overview/default.aspx

About GoGreen Investments Corporation

GoGreen Investments Corporation (“GoGreen”) 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. GoGreen is led by Chief Executive Officer John Dowd.

www.gogreeninvestments.com

About Lifezone Metals

Lifezone Metals is a modern metals company creating value across the battery metals supply chain from resource to metal and recycling. Lifezone Metals aims to responsibly and cost-effectively provide supply chain solutions to the global battery metals market. The company seeks to solve battery supply-chain challenges through pairing one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with its proprietary hydromet technology, to produce cleaner metals. Its tailored hydromet technology is a cleaner and lower cost alternative to smelting, and the company is partners with BHP in Tanzania with the aim of developing world-class battery metal assets. Lifezone Metals is a champion for Tanzanian metals production. Its aim is to empower Tanzania to be the next premier source of nickel, with the goal to achieve full value in-country. Lifezone Metals’ mission is to provide commercial access to patented technology and battery metals through a scalable platform.

www.lifezonemetals.com

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Contacts

Lifezone Metals  Natasha Liddell  Executive Vice President ESG & Communications  info@lifezonemetals.com	Media Enquiries  Tom Batchelar  TAB Communications  tom@tabcommunications.co.uk  +44 (0)7814 964 287
GoGreen Investments   John Dowd  John@gogreeninvestments.com	Daniel Thole  Fletcher Advisory  daniel@fletcheradvisory.com  +44 (0) 7821 571 308
	US Media Enquiries  Bronwyn Wallace  H+K Strategies  +1 713 724 3627 Bronwyn.Wallace@hkstrategies.com

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Kabanga Historical Mineral Resource Estimates as of 30 November 2022 (2022MR)

Based on $9.50/lb Nickel Price, $4.00/lb Cu and $26.00/lb Co ^{(1)(2)(3)(4)(5)(6)(7)(8)}

			Grades								Contained Metal
Mineral Resource	LHL Tonnage		NiEq22		Ni		Cu		Co		NiEq22		Ni		Cu		Co
Classification	(Mt)		(%)		(%)		(%)		(%)		(Mlb)		(Mlb)		(Mlb)		(Mlb)
Tembo
Measured		5.3		3.03		2.34		0.32		0.2		357		276		37		24
Indicated		2.4		2.2		1.69		0.22		0.15		119		91		12		8
Inferred		2.3		3.05		2.41		0.31		0.18		154		122		16		9
Tembo Total		10.1		2.83		2.2		0.29		0.19		629		488		65		41
North
Measured		5.1		3.37		2.64		0.35		0.21		382		300		40		24
Indicated		13.1		3.8		3.05		0.41		0.21		1,095		879		117		61
Inferred		13.1		3.29		2.64		0.35		0.18		953		766		102		53
North Total		31.4		3.52		2.81		0.37		0.2		2,431		1,945		259		137
Main
Measured		–		–		–		–		–		–		–		–		–
Indicated		2.4		2.44		1.92		0.28		0.15		127		100		14		8
Inferred		–		–		–		–		–		–		–		–		–
Main Total		2.4		2.44		1.92		0.28		0.15		127		100		14		8
MNB
Measured		–		–		–		–		–		–		–		–		–
Indicated		–		–		–		–		–		–		–		–		–
Inferred		0.6		1.98		1.52		0.2		0.13		24		19		3		2
MNB Total		0.6		1.98		1.52		0.2		0.13		24		19		3		2
Historical Mineral Resource
Measured		10.5		3.2		2.49		0.34		0.21		739		576		77		47
Indicated		17.9		3.4		2.71		0.36		0.19		1,340		1,070		144		77
Inferred		16		3.21		2.57		0.34		0.18		1,132		906		120		64
Total		44.4		3.28		2.61		0.35		0.19		3,211		2,552		341		188

Notes to Mineral Resource Estimate:

1. Historical Mineral Resource reported in the Kabanga 2022 Mineral Resource Technical Report Summary effective date 30 November 2022.

2. The 2022MR Qualified Persons (QPs) have not done sufficient work to classify the Historical Mineral Resource estimates as current estimates of mineral resources and Lifezone Holdings Limited (“LHL”) is not treating the estimates as current estimates of mineral resources.

3. Mineral Resources are reported exclusive of Mineral Reserves. There are no Mineral Reserves to report.

4. Mineral Resources are reported showing only the LHL attributable tonnage portion, which is 76.524% of the total.

5. Cut-off uses the NiEq22 using a nickel price of $9.50/lb, copper price of $4.00/lb, and cobalt price of $26/lb with allowances for recoveries, payability, deductions, transport, and royalties.

6. NiEq22% = Ni% + Cu% x 0. 411 + Co% x 2.765.

7. The point of reference for Mineral Resources is the point of feed into a processing facility.

8. All Mineral Resources in the 2022MR were assessed for reasonable prospects for eventual economic extraction by reporting only material above a cut-off grade of 0.58% NiEq22.

9. Totals may vary due to rounding.

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Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between GoGreen Investments Corporation (“SPAC”) and Lifezone Holdings Limited (branded as Lifezone Metals or “Lifezone”), the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company, including the efficacy of Lifezone’s proprietary hydromet mineral processing technology (the “Hydromet Technology”) and the development of, and processing of mineral resources at, the Kabanga project, and other statements that are not historical facts.

These statements are based on the current expectations of SPAC and/or Lifezone’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and Lifezone. These statements are subject to a number of risks and uncertainties regarding Lifezone’s business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by SPAC’s shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Lifezone or SPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Lifezone and SPAC; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Lifezone’s business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; Lifezone’s development of, and processing of mineral resources at, the Kabanga project; the effects of competition on Lifezone’s business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Lifezone Metals Limited (“Holdings”) to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that Lifezone presently does not know or that Lifezone currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Lifezone’s expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone anticipates that subsequent events and developments will cause Lifezone’s assessments to change. However, while Lifezone may elect to update these forward-looking statements in the future, Lifezone specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lifezone’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.

Certain statements made herein include references to “clean” or “green” metals, methods of production of such metals, energy or the future in general. Such references relate to environmental benefits such as lower green-house gas (“GHG”) emissions and energy consumption involved in the production of metals using the Hydromet Technology relative to the use of traditional methods of production and the use of metals such as nickel in the batteries used in electric vehicles. While studies by third parties (commissioned by Lifezone) have shown that the Hydromet Technology, under certain conditions, results in lower GHG emissions and lower consumption of electricity compared to smelting with respect to refining platinum group metals, no active refinery currently licenses Lifezone’s Hydromet Technology. Accordingly, Lifezone’s Hydromet Technology and the resultant metals may not achieve the environmental benefits to the extent Lifezone expects or at all. Any overstatement of the environmental benefits in this regard may have adverse implications for Lifezone and its stakeholders.

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Additional Information and Where to Find It

In connection with the business combination Holdings intends to file with the SEC a registration statement on Form F-4, which will include a preliminary prospectus and preliminary proxy statement and, after the registration statement is declared effective, SPAC will mail a definitive proxy statement/prospectus and other relevant documents relating to the business combination to its shareholders. This communication is not a substitute for the registration statement, the definitive proxy statement/prospectus or any other document that SPAC will send to its shareholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of SPAC as of a record date to be established for voting on the business combination. Shareholders of SPAC will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: GoGreen Investments Corporation, One City Centre, 1021 Main Street, Suite 1960, Houston, TX 77002.

Participants in the Solicitation

Holdings, Lifezone, SPAC and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of Holdings, Lifezone, SPAC in the registration statement on Form F-4 to be filed with the SEC by Lifezone Metals, which will include the proxy statement of SPAC for the business combination. Information about SPAC’s directors and executive officers is also available in SPAC’s filings with the SEC.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Kabanga 2022 Mineral Resource – Technical Report Summary

Certain information, such as the historical mineral resource estimate (“Historical Mineral Resource Estimate”), in this press release is sourced from the “Kabanga 2022 Mineral Resource Technical Report Summary” prepared by OreWin and issued on November 30, 2022 (“TRS”). The TRS is a preliminary technical and economic study of the economic potential of the Project mineralization to support the disclosure of mineral resources. The qualified persons involved in preparing the TRS have not done sufficient work to classify the Historical Mineral Resource Estimate as a current estimate of mineral resources and Lifezone is not treating the estimate as a current estimate of mineral resources. The Historical Mineral Resource Estimate is based on mineral resources disclosed by the previous owners of the Project as current on December 31, 2016 and from studies and data provided by Lifezone.

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