Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
In connection with the appointment of
• A Letter Agreement, datedJune 29, 2022 (the "Letter Agreement"), between the Company andDr. Berman , pursuant to whichDr. Berman has agreed to: vote any ordinary shares of the Company held by him in favor of the Company's initial business combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by the Company's amended and restated memorandum and articles of association; and certain transfer restrictions with respect to the Company's securities. • An Indemnity Agreement, datedJune 29, 2022 (the "Indemnity Agreement"), between the Company andDr. Berman , providingDr. Berman contractual indemnification in addition to the indemnification provided for in the Company's amended and restated memorandum and articles of association. • A Director Restricted Stock Unit Award Agreement, datedJune 29, 2022 (the "Restricted Stock Unit Award Agreement"), between the Company andDr. Berman , providing for the grant of 30,000 restricted stock units ("RSUs") toDr. Berman , which grant is contingent on (i) the Company's consummation of an initial business combination and (ii) a shareholder approved equity plan. The RSUs will vest upon the consummation of such initial business combination (the "Vesting Date") and represent 30,000 Class A ordinary shares (or, following a domestication by the Company as aDelaware corporation, shares of common stock) of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the Vesting Date andMarch 15 of the year following the year in which vesting occurs.
The foregoing descriptions of the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Company will reimburse
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Letter Agreement, datedJune 29, 2022 , between the Company andDr. Berman . 10.2 Indemnity Agreement, datedJune 29, 2022 , between the Company andDr. Berman . 10.3 Director Restricted Stock Unit Award Agreement, datedJune 29, 2022 , between the Company andDr. Berman . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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