Filed by Prenetics Global Limited
Pursuant to Rule 425 under the Securities Act
of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Artisan Acquisition Corp.
Commission File No.: 001-40411
EXECUTION VERSION
SUBSCRIPTION AGREEMENT
Artisan Acquisition Corp.
Room 1111, New World Tower 1
18 Queen’s Road, Central,
Hong Kong
Prenetics Global Limited
7th Floor, Prosperity Millennia Plaza
663 King’s Road, North Point, Hong Kong
Ladies and Gentlemen:
This Subscription Agreement
(this “Subscription Agreement”) is being entered into as of September 15, 2021, by and among Artisan
Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Prenetics Global
Limited, an exempted company newly formed under the laws of the Cayman Islands (the “Issuer”) and the undersigned
subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as
may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SPAC,
the Issuer, Prenetics Group Limited, an exempted company incorporated under the laws of the Cayman
Islands (the “Company”) and the other parties thereto providing for the combination of SPAC, the Issuer and
the Company, on the terms and subject to the conditions therein pursuant to (i) the merger of SPAC with a wholly-owned subsidiary of the
Issuer (“Merger Sub 1”) with Merger Sub 1 being the surviving entity (“Merger 1”), followed by (ii)
the merger of the Company with a wholly-owned subsidiary of the Issuer with the Company being the surviving entity (“Merger 2,”
and together with Merger 1 and the other transactions contemplated by the Transaction Agreement, collectively, the “Transaction”).
In connection with the Transaction, the Issuer is seeking commitments from interested investors to purchase, contingent upon, and substantially
concurrently with the closing of the Transaction, that number of Class A ordinary shares in the
capital of the Issuer, par value $0.0001 per share (the “Shares”) set forth on the signature page of this Subscription
Agreement in a private placement for a purchase price of $10.00 per share (the “Per Share
Purchase Price”). On or prior to the date of this Subscription Agreement, SPAC and the Issuer are entering into subscription
agreements (the “Other Subscription Agreements” and together with the Subscription Agreement, the “Subscription
Agreements”) with certain other investors (the “Other Investors,” and together with the Investor, collectively,
the “Investors”), pursuant to which the Investors have agreed to purchase on the closing date of the Transaction, inclusive
of the Shares subscribed for by the Investor, an aggregate amount of up to 6,000,000 Shares, at the Per Share Purchase Price. The aggregate
purchase price to be paid by the Investor for the subscribed Shares as set forth on the signature page hereto (the “Subscribed
Shares”) is referred to herein as the “Subscription Amount.”
In connection therewith, and
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein,
and intending to be legally bound hereby, each of the Investor, the Issuer and SPAC acknowledges and agrees as follows:
1.
Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer the number of Shares
set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor
acknowledges and agrees that the Issuer reserves the right to accept or reject the Investor’s subscription for the Shares for any
reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by the
Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Issuer; the Issuer may do so
in counterpart form.
2.
Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”)
is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially
concurrently with and conditioned upon the consummation of, the Transaction; provided that the Closing shall occur no earlier
than immediately after the effective time of Merger 1. Upon (a) satisfaction or waiver of the conditions set forth in Section 3
below and (b) delivery of written notice from (or on behalf of) the Issuer to the Investor (the “Closing
Notice”), that the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived
on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor
shall deliver to the Issuer, three (3) business days prior to the closing date specified in the Closing Notice (the “Closing
Date”), the Subscription Amount by wire transfer of United States dollars
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in immediately available funds to the account(s)
in an escrow bank specified by the Issuer in the Closing Notice, to be held in escrow until the closing of Merger 2. The Investor shall
also deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue
the Investor’s Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and
a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. As soon as practicable following, but not later than one (1)
business day after the Closing Date, the Issuer shall (1) issue a number of Shares to the Investor set forth on the signature page to
this Subscription Agreement and subsequently cause such Shares to be registered in book entry form in the name of the Investor on the
Issuer’s register of members and (2) deliver to the Investor a copy of the records of the Issuer’s transfer agent or other
evidence showing the Investor as the owner of the Shares on and as of the Closing Date; provided, however, that the Issuer’s obligation
to issue the Shares to the Investor is contingent upon the Issuer having received the Subscription Amount in full accordance with this
Section 2. If the Closing does not occur within ten (10) business days following the Closing
Date specified in the Closing Notice, unless otherwise agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall
promptly (but not later than one (1) business day thereafter) return the Subscription Amount in full to the Investor. For purposes
of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial
banks in New York, Hong Kong or the Cayman Islands are authorized or required by law to close.
3.
Closing Conditions.
a.
The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement
is subject to the satisfaction or valid waiver by SPAC and the Issuer, on the one hand, and the Investor on the other hand, of the condition
that all conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied (as determined
by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are
to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation
of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived and the closing of the Transaction shall be
scheduled to occur concurrently with or on the same date as the Closing Date.
b.
The obligation of the Issuer to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall
be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that (i) all representations and warranties
of the Investor contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date,
and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the
Investor contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Investor
required to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
c.
The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be
subject to the satisfaction or valid waiver by the Investor of the additional conditions that (i) all representations and warranties of
the Issuer and SPAC 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 or SPAC Material Adverse Effect (as defined herein),
which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall
constitute a reaffirmation by each of the Issuer and SPAC of each of their respective representations and warranties contained in this
Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Issuer required by the Subscription
Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.
4.
Further Assurances. At or prior to the Closing Date, the parties hereto shall execute and deliver or cause to be executed
and delivered such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary
in order to consummate the subscription as contemplated by this Subscription Agreement.
5.
Issuer Representations and Warranties. The Issuer represents and warrants to the Investor that:
a.
The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman
Islands. The Issuer has all power (corporate or otherwise) and authority to
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own, lease and operate its properties and conduct its business
as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b.
As of the Closing Date, subject to the receipt of the Subscription Amount in accordance with the terms of this Subscription
Agreement and registration on the Issuer’s register of members, the Shares will be duly authorized and, when issued and delivered
to the Investor against full payment therefor 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 memorandum and articles of association (as may be amended
and/or restated from time to time) in effect on the Closing Date or under the Companies Act (as revised) of the Cayman Islands.
c.
This Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of SPAC and the Investor, this Subscription Agreement 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, or (ii) principles of equity, whether
considered at law or equity.
d.
The issuance and sale of the Shares and the compliance by the Issuer with all of the provisions of this Subscription Agreement
and the consummation of the 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 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 that would reasonably be expected to have a material adverse effect on the ability of the Issuer to timely comply
in all material respects with the terms of this Subscription Agreement (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 statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic
or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have an Issuer Material
Adverse Effect.
e.
Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration
under the Securities Act of 1933, as amended (the “Securities Act”) is required for the offer and sale of the Shares
by the Issuer to the Investor hereunder. The Shares (i) were not offered by any form of general solicitation or general advertising and
(ii) to the Issuer’s knowledge are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any state securities laws.
f.
The Other Subscription Agreements reflect the same Per Share Purchase Price and other material terms and conditions (including
the registration rights) with respect to the purchase of the Shares that are no more favorable to such investor thereunder in any material
respect than the terms of this Subscription Agreement, other than terms particular to the regulatory requirements of such investor 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 Shares. For the avoidance of doubt, this Section 5f shall not apply to the Forward Purchase Agreements
(as defined below) or any other document entered into in connection therewith.
6.
Investor Representations and Warranties. The Investor represents and warrants to SPAC, the Issuer and the Placement Agents
(defined below) that:
a.
The Investor, or each of the funds managed by or affiliated with the Investor for which the Investor is acting as nominee,
as applicable, (i) is 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) under the Securities Act), in each case, satisfying the applicable
requirements set forth on Schedule A, and accordingly, understands that the offering meets the exemptions from filing under FINRA
Rule 5123(b)(1)(C) or (J), (ii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if
the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment
discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein
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on behalf of each owner of each such account, and (iii) is 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 (and shall provide the requested information set forth on Schedule
A). The Investor (i) is an “institutional account” as defined by FINRA Rule 4512(c), (ii) is a sophisticated investor,
experienced in investing in private equity 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 (iii) exercised independent judgment
in evaluating the Investor’s participation in the purchase of the Shares, and (z) understands that the offering meets (i) the exemptions
from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b). The information provided
by the Investor on Schedule A is true and correct in all respects.
b.
The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges
and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor 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 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 clauses (i) and (iii) in accordance
with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing
the Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares will be subject to
transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer,
pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite
period of time. The Investor acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and
agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer,
pledge or disposition of any of the Shares.
c.
The Investor acknowledges and agrees that the Investor is purchasing the Shares directly from the Issuer. The Investor further
acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of SPAC,
the Issuer, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations,
warranties, covenants and agreements of the Issuer expressly set forth in Section 5 of this Subscription Agreement and those representations,
warranties, covenants and agreements of SPAC expressly set forth in Section 7 of this Subscription Agreement.
d.
The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986,
as amended, or any applicable similar law.
e.
The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in
order to make an investment decision with respect to the Shares, including, with respect to SPAC, the Issuer, the Company, the Transaction
and the business of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that
he, she or it has reviewed the respective filings of SPAC and the Issuer with the U.S. Securities and Exchange Commission (the “SEC”).
The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full access
to and opportunity to ask such questions, receive such answers and obtain such financial and other information and an opportunity to review
such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Shares.
f.
The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and the
Placement Agents, SPAC, the Issuer, the Company or a representative of the SPAC, Issuer or the Company, and the Shares were offered to
the Investor solely by direct contact between the Investor and the Placement Agents, SPAC, the Issuer, the Company or a representative
of SPAC, the Issuer or the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the
Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general
advertising or, to its knowledge, general solicitation and (ii) are not being offered in a manner involving a public
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offering under, or
in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying
upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
SPAC, the Issuer, the Company, the Placement Agents (as defined herein), any of their respective affiliates or any control persons, officers,
directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of the
Issuer contained in Section 5 of this Subscription Agreement and of SPAC contained in Section 7 of this Subscription Agreement,
in making its investment or decision to invest in the Issuer.
g.
The Investor 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 Issuer’s and SPAC’s respective filings with the SEC. The Investor 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, and
the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment
decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations
relative to its purchase of the Shares. The Investor will not look to the Placement Agents for all or part of any such loss or losses
the Investor may suffer, is able to sustain a complete loss on its investment in the Shares, has no need for liquidity with respect to
its investment in the Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require
any sale or distribution of all or any part of the Shares.
h.
Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks
of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able
at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Issuer.
The Investor acknowledges specifically that a possibility of total loss exists.
i.
In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the
Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided
by or on behalf of any Placement Agent or any of its respective affiliates or any control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing concerning the Issuer, the Company, the Transaction, the Transaction Agreement, this
Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.
j.
The Investor acknowledges that (i) the Company, the SPAC and the Placement Agents currently may have, and later may come
into possession of, information regarding the Company and the SPAC that is not known to the Investor and that may be material to a decision
to enter into this transaction to purchase the Shares (“Excluded Information”), (ii) the Investor has determined to
enter into the this transaction to purchase the Shares notwithstanding its lack of knowledge of the Excluded Information, and (iii) neither
the Company, the SPAC nor the Placement Agents shall have liability to the Investor, and the Investor hereby to the extent permitted by
law waive and releases any claims it may have against the Company, the SPAC and the Placement Agents, with respect to the nondisclosure
of the Excluded Information.
k.
The Investor acknowledges that certain information provided to the Investor 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 the projections.
The Investor 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
or projections.
l.
The Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with
respect to the Shares, (ii) have not made or make any representation, express or implied as to SPAC, the Issuer, the Company, the Company’s
credit quality, the Shares or the Investor’s purchase of the Shares, (iii) have not acted as the Investor’s financial advisor
or fiduciary in connection with the issue and purchase of Shares, and (iv) may have existing or future business relationships with SPAC,
the Issuer and the Company (including, but not limited to, lending, depository, risk management, advisory and banking relationships) and
will pursue actions and take steps that it deems or they deem necessary or appropriate to protect its or their interests arising
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therefrom
without regard to the consequences for a holder of Shares, and that certain of these actions may have material and adverse consequences
for a holder of Shares.
m.
The Investor acknowledges that it has not relied on the Placement Agents in connection with its determination as to the
legality of its acquisition of the Shares or as to the other matters referred to herein and the Investor has not relied on any investigation
that the Placement Agents, any of their affiliates or any person acting on their behalf have conducted with respect to the Shares, SPAC
or the Company. The Investor further acknowledges that it has not relied on any information contained in any research reports prepared
by the Placement Agents or any of their respective affiliates.
n.
The Investor acknowledges 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 this investment.
o.
The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing
under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement.
p.
The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation
of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor
is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor
is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been
duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding obligation of SPAC
and the Issuer, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the
Investor 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) principles of equity, whether
considered at law or equity.
q.
The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled
by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located,
resident or born 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 or any other country or territory embargoed or subject to substantial
trade restrictions by the United States, (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 (each, a “Prohibited
Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by
applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject
to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended
by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations
(collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies
and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its
investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains
policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally
derived and were not obtained, directly or indirectly, from a Prohibited Investor.
r.
Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by the Investor with the SEC
with respect to the beneficial ownership of SPAC’s ordinary shares prior to the date
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hereof, the Investor 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”))
acting for the purpose of acquiring, holding or disposing of equity securities of SPAC (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act).
s.
No foreign person (as defined in Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and
all rules and regulations issued and effective thereunder (together, the “DPA”)) in which the national or subnational
governments of a single foreign state have a “substantial interest” (as defined in the DPA) will acquire a “substantial
interest” (as defined in the DPA) in the Issuer as a result of the purchase of Shares by the Investor hereunder such that a filing
before the Committee on Foreign Investment in the United States would be required under the DPA, and no such foreign person will have
“control” (as defined in the DPA) over the Issuer from and after the Closing as a result of the purchase of Shares by the
Investor hereunder.
t.
No disclosure or offering document has been prepared by UBS Securities LLC (“UBS Securities”), China
International Capital Corporation Hong Kong Securities Limited (“CICC”), Citigroup Global Markets Inc. (“Citi”)
and Credit Suisse Securities (USA) LLC (“CS”) or any of their respective affiliates (collectively, the “Placement
Agents”) in connection with the offer and sale of the Shares.
u.
Neither the Placement Agents, nor any of their respective affiliates nor any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing have made any independent investigation with respect to SPAC, the Issuer,
the Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any
information supplied to the Investor by SPAC, the Issuer or the Company.
v.
In connection with the issue and purchase of the Shares, none of the Placement Agents has acted as the Investor’s
financial advisor or fiduciary.
w. The Investor has or has commitments to have and, when required to deliver payment
to the Issuer pursuant to Section 2 above, will have, sufficient funds to pay the
Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.
x.
The Investor does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof, the
Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act
or end of day short sale positions with respect to the securities of SPAC.
y.
If the Investor is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
or 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 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, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
(each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code,
the Investor represents and warrants that (i) neither the SPAC, the Issuer nor, to the Investor’s knowledge, any of the SPAC’s
or the Issuer’s respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or
has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties
shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the
Subscribed Shares and (ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code.
z.
No broker, finder or other financial consultant is acting on the Investor’s behalf in connection with this Subscription
Agreement or the transactions contemplated hereby in such a way as to create any liability of the Issuer or SPAC for the payment of any
fees, costs, expenses or commissions.
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aa.
The Investor acknowledges that (i) UBS Securities and CS will be acting as Placement Agents and also acted as underwriter
to the SPAC in connection with the SPAC’s initial public offering for which they will receive deferred underwriting commission contingent
upon the closing of the Transaction; (ii) UBS Securities is also acting as financial advisor to the SPAC in connection with the Transaction
for which it will receive compensation and (iii) Citi will be acting as Placement Agent and is also acting as financial advisor to the
Company in connection with the Transaction for which it will receive compensation.
7.
SPAC Representations and Warranties. SPAC represents and warrants to the Investor that:
a.
SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.
SPAC has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently
conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b.
This Subscription Agreement has been duly authorized, executed and delivered by SPAC and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Issuer and the Investor, this Subscription Agreement is enforceable against
the SPAC 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, or (ii) principles of equity, whether
considered at law or equity.
c.
The execution, delivery and performance of this Subscription Agreement (including compliance by SPAC with all of the provisions
hereof) and the consummation of the 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 SPAC pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which SPAC is a party or by which SPAC is bound or to which any of the property or assets of SPAC
is subject that would reasonably be expected to have a material adverse effect on the ability of SPAC to timely comply in all material
respects with the terms of this Subscription Agreement (a “SPAC Material Adverse Effect”);
(ii) result in any violation of the provisions of the organizational documents of SPAC; or (iii) result in any violation of any statute
or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
SPAC or any of its properties that would reasonably be expected to have a SPAC Material Adverse Effect.
d.
As of their respective filing dates, each form, report, statement, schedule, prospectus, proxy, registration statement and
other documents filed by SPAC with the SEC prior to the date of this Subscription Agreement (the “SEC Documents”) complied
in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act, contained, when filed
or, if amended prior to the date of this Subscription Agreement, 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 light of the circumstances under which they were made, not misleading; provided, that SPAC
makes no such representation or warranty with respect to the proxy statement of SPAC to be filed in connection with the approval of the
Transaction Agreement by the shareholders of SPAC or any other information relating to the Company or any of its affiliates included in
any SEC Document or filed as an exhibit thereto. To the knowledge of SPAC, there are no material outstanding or unresolved comments in
comment letters from the SEC staff with respect to any of the SEC Documents.
8.
Registration Rights.
a.
In the event that the Shares are not registered in connection with the consummation of the Transaction, the Issuer agrees
that, within thirty (30) calendar days after the Closing Date, it will file or cause to be filed, with the SEC (at the its sole cost and
expense) a registration statement registering the resale of the Shares (the “Registration Statement”),
and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after
the filing thereof. In connection with the foregoing, Investor shall not be required to execute any lock-up or similar agreement or otherwise
be subject to any contractual restriction on the
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ability to transfer the Shares. The Issuer agrees to, 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 cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to
this Subscription Agreement, to remain effective until the earliest of (i) the second anniversary of the Closing, (ii) the date on which
the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor
is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule
144 promulgated under the Securities Act (“Rule 144”) without the public information, volume or manner of sale limitations
of such rule (such date, the “End Date”).
b.
Prior to the End Date, the Issuer will use commercially reasonable efforts to qualify the Shares for listing on the
applicable stock exchange. The Investor agrees to disclose its ownership to the Issuer upon request to assist it in making the determination
with respect to Rule 144 described in clause (iii) above. The Issuer may amend the Registration Statement so as to convert the Registration
Statement to a Registration Statement on Form F-3 at such time after the Issuer becomes eligible to use such Form F-3. The Investor acknowledges
and agrees that the Issuer may suspend the use of any such registration statement if it determines that in order for such registration
statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at
that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act. The Issuer’s obligations to
include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration
Statement are contingent upon the Investor furnishing in writing to the Issuer such information regarding the Investor, the securities
of the Issuer held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public
offerings, as shall be reasonably requested by the Issuer to effect the registration of such Shares, and shall execute such documents
in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations.
c.
Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone
the effectiveness of the Registration Statement, and from time to time to require the Investor not to sell under the Registration Statement
or to suspend the effectiveness thereof, if (x) the use of the Registration Statement would require the inclusion of financial statements
that are unavailable for reasons beyond the Issuer’s control, (y) the Issuer determines that in order for the Registration Statement
to not contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time
not otherwise be required in a current, quarterly, or annual report under the Exchange Act, or if (z) such filing or use could materially
affect a bona fide business or financing transaction of the Issuer or its subsidiaries or would require additional disclosure by the Issuer
in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential (each
such circumstance, a “Suspension Event”). Upon receipt 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, the Investor agrees that it will immediately discontinue offers and sales of the Subscribed Shares under the Registration
Statement until the Investor receives copies of a supplemental or amended prospectus 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; provided, for the avoidance of doubt, that the Issuer shall not include any material
non-public information in any such written notice. If so directed by the Issuer, the Investor will deliver to the Issuer or destroy all
copies of the prospectus covering the Subscribed Shares in the Investor’s possession.
d.
Indemnification
(i) The Issuer agrees to indemnify
and hold harmless, to the extent permitted by law, the Investor, its directors, and officers, employees, and agents, and each person who
controls the Investor (within the meaning of the Securities Act or the Exchange Act) from and against any and all out-of-pocket losses,
claims, damages, liabilities and expenses (including, without limitation, any reasonable and documented attorneys’ fees and expenses
incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or
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alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing
to the Issuer by or on behalf of the Investor expressly for use therein.
(ii) The Investor agrees, severally
and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless the Issuer, its directors
and officers and agents and each person who controls the Issuer (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses (including, without limitation, reasonable and documented attorneys’ fees) resulting from any
untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in
writing by or on behalf of the Investor expressly for use therein. In no event shall the liability of the Investor be greater in amount
than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased pursuant to this Subscription
Agreement giving rise to such indemnification obligation.
(iii) Any person entitled to indemnification
herein shall (1) 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 prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim
with counsel it elects in its sole discretion. If such defense is assumed, the indemnifying party will not be liable to the indemnified
party for any legal or other expenses incurred by the indemnified party and shall not be subject to any liability for any settlement made
by the indemnified party without its consent. An indemnifying party who 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 legal counsel to any indemnified party a conflict of interest exists 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.
(iv) The indemnification provided
for under this Subscription 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, employee, agent, affiliate or controlling person of such indemnified party and shall survive
the transfer of the Shares purchased pursuant to this Subscription Agreement.
(v) If the indemnification provided
under this Section 8d 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 or on behalf
of, 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
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any 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 8d from any person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant to this Section 8d
by any seller of Shares shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Shares
pursuant to the Registration Statement. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential,
special, exemplary or punitive damages in connection with this Subscription Agreement.
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9.
Additional Investor Agreement. The Investor agrees that, from the date of this Subscription Agreement, none of the Investor
or any person or entity acting on behalf of the Investor or pursuant to any understanding with the Investor will engage in any hedging
or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put
or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation
equity repurchase agreements and securities lending arrangements, however, described or defined) designed or intended, or which could
reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Investor or any
other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, physically or synthetically, of
any securities of the SPAC prior to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder)
would be settled by delivery of securities of the SPAC, in cash or otherwise, or to publicly disclose the intention to undertake any
of the foregoing; provided that the provisions of this Section 9 shall not apply to long sales (including sales of securities
held by the Investor prior to the date of this Subscription Agreement and securities purchased by the Investor in the open market after
the date of this Subscription Agreement) other than those effectuated through derivatives transactions and similar instruments.
10.
Termination. 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 (a) such date and time as the Transaction Agreement is terminated in accordance with its terms without being
consummated, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Subscription Agreement,
and (c) 30 days after the Outside Date (as defined in the Transaction Agreement as in effect on the date hereof), if the Closing has
not occurred by such date other than as a result of a breach of the Investor’s obligations hereunder (the termination events described
in clauses (a)–(c) above, collectively, the “Termination Events”); 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 losses, liabilities or damages arising from any such willful breach. The Issuer shall notify
the Investor in writing of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence
of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to the
Issuer in connection herewith shall promptly (and in any event within two (2) business days) following the Termination Event be returned
to the Investor.
11.
Trust Account Waiver. The Investor acknowledges that SPAC is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. The
Investor further acknowledges that, as described in SPAC’s prospectus relating to its initial public offering dated May 13, 2021
(the “Prospectus”) available at www.sec.gov, substantially all of SPAC’s
assets consist of the cash proceeds of SPAC’s initial public offering and private placement of its securities, and substantially
all of those proceeds have been deposited in a trust account (the “Trust Account”)
for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to
interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligations and to fund certain of
its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For
and in consideration of SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged,
the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future,
in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out
of, this Subscription Agreement; provided, however, that nothing in this Section 11 shall be deemed to limit the
Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership
of shares of SPAC currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such
shares of SPAC, except to the extent that the Investor has otherwise agreed with SPAC to not exercise such redemption right.
12.
Miscellaneous.
a. Neither this Subscription Agreement nor any rights that may accrue
to the parties hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned without the prior written
consent of each of the other parties hereto; provided that (i) this Subscription Agreement and any of the Investor’s rights
and obligations hereunder may be assigned to any fund or account managed by the same investment manager as the Investor or by a controlled
affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager
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without the prior consent of SPAC and the Issuer
and (ii) the Investor’s rights under Section 8 may be assigned to an assignee or transferee of the Shares; provided
further that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no assignment
pursuant to clause (i) of this Section 12 shall relieve the Investor of its obligations hereunder.
b.
The Issuer may request from the Investor such additional information
as the Issuer may deem necessary to register the resale of the Shares and evaluate the eligibility of the Investor to acquire the Shares,
and the Investor shall promptly provide such information as may reasonably be requested to the extent readily available; provided, that,
the Issuer agrees to keep any such information provided by Investor confidential except (i) as necessary to include in any registration
statement the Issuer is required to file hereunder, (ii) as required by the federal securities law or pursuant to other routine proceedings
of regulatory authorities or (iii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory
agency or under the regulations of any national securities exchange on which SPAC’s securities are listed or the Issuer’s
securities will be listed for trading. The Investor acknowledges and agrees that if it does not provide the Issuer with such requested
information, the Issuer may not be able to register the Investor’s Shares for resale pursuant to Section 8 hereof. The Investor
acknowledges that SPAC and/or the Issuer may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with
the SEC as an exhibit to a periodic report or a registration statement of SPAC and/or the Issuer.
c. The
Investor acknowledges that SPAC, the Issuer, the Company, the Placement Agents and others will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the
Closing, the Investor agrees to promptly notify SPAC, the Issuer, the Company and the Placement Agents if any of the acknowledgments,
understandings, agreements, representations and warranties set forth in Section 6 above are no longer accurate in any material
respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which
case the Investor shall notify SPAC, the Issuer and the Placement Agents if they are no longer accurate in any respect). The Investor
acknowledges and agrees that each purchase by the Investor of Shares from the Issuer will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of
such purchase.
d.
Each of the Issuer and the Investor acknowledges and agrees that
(i) this Subscription Agreement is being entered into in order to induce the Company to execute and deliver the Transaction Agreement
and without the ability to rely on the representations, warranties, covenants and agreements of the Issuer and the Investor hereunder
after the Closing, the Company would not enter into the Transaction Agreement and (ii) each representation, warranty, covenant and agreement
of the Issuer and the Investor hereunder is being made also for the benefit of the Company after the Closing.
e. SPAC,
the Issuer, the Company and the Placement Agents are each entitled to rely upon this Subscription Agreement and each 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; provided, however, that the foregoing clause of this Section 12e
shall not give the Placement Agents any rights other than those expressly set forth herein.
f. All
of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
g.
This Subscription Agreement may not be modified, waived or terminated
(other than pursuant to the terms of Section 10 above) except by an instrument in writing, signed by each of the parties hereto,
provided, however, that no modification or waiver by the Issuer of the provisions of this Subscription Agreement shall
be effective without the prior written consent of the Company (other than modifications or waivers that are solely ministerial in nature
or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). 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 thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.
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h.
This Subscription Agreement (including the schedule hereto) 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. Except as set forth in Section 8d, Section 10, Section
12c, Section 12d, Section 12e, Section 12g, this Section 12h, Section 13 and the last sentence
of Section 12l, with respect to the persons specifically referenced therein, and Section 6 with respect to the Placement
Agents, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their
respective successors and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of
this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any,
pursuant to the applicable provisions; provided, that, notwithstanding anything to the contrary contained in this Subscription
Agreement, the Company is an intended third party beneficiary of each of the provisions of this Subscription Agreement and the Placement
Agents are intended third party beneficiaries of each of the provisions of Section 6 of this Subscription Agreement and may rely
on such provisions.
i.
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.
j.
If any provision of this Subscription Agreement shall be adjudicated
by a court of competent jurisdiction to 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.
k.
This Subscription Agreement may be executed in one or more counterparts
(including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if
all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute
one and the same agreement.
l.
The parties hereto acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at
law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically
enforce the Investor’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement of which the
Company is an express third party beneficiary, in each case, on the terms and subject to the conditions set forth herein.
m.
If any change in the number, type or classes of authorized shares
of the Issuer (including the Shares), other than as contemplated by the Transaction Agreement or any agreement contemplated by the Transaction
Agreement, shall occur between the date hereof and immediately prior to the Closing by reason of reclassification, recapitalization,
stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number of
Shares issued to the Investor shall be appropriately adjusted to reflect such change.
n.
This Subscription Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint,
inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters
of validity, construction, effect, performance and remedies.
o.
Each party hereto hereby, and any person asserting rights as a
third party beneficiary may do so only if he, she or it, irrevocably agrees that any action, suit or proceeding between or among the
parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or
claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions
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contemplated hereby
or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the state or federal courts located
in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute
that is filed in accordance with this Section 12o is pending before a court, all actions, suits or proceedings with respect to
such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive
jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she
or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the
jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable
in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought
in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit
or proceeding described in this Section 12o following the expiration of any period permitted for appeal and subject to any stay
during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE
OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE
RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT
MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS
AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY
SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
p.
Any notice or communication required or permitted hereunder to
be given to the Investor shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight
carrier, or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es) set forth on the signature
page hereto, 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) three (3) business days after the date of mailing to the address below or to such
other address or addresses as the Investor may hereafter designate by notice to SPAC and the Issuer.
13.
Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation (including, without limitation, the
Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing), other than the statements, representations and warranties of the Issuer expressly contained
in Section 5 of this Subscription Agreement and those statements, representations and warranties of SPAC expressly contained in
Section 7, in making its investment or decision to invest in the Issuer. The Investor acknowledges and agrees that none of (i)
any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the
Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii)
any other party to the Transaction Agreement or any Non-Party Affiliate (other than the Issuer and SPAC with respect to the previous
sentence), shall have any liability (including in contract, tort, under federal or state securities laws or otherwise) to the Investor,
or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement
related to the private placement of the Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated
hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by
any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach
of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith,
as expressly provided
Confidential
herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or
materials of any kind furnished by SPAC, the Issuer, the Company, the Placement Agents or any Non-Party Affiliate concerning SPAC, the
Issuer, the Company, the Placement Agents, any of their respective controlled affiliates, this Subscription Agreement or the transactions
contemplated hereby. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses,
claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the transaction
contemplated hereby. The Investor agrees not to commence any litigation or bring any claim against the Placement Agents in any court
or any other forum which relates to, may arise out of, or is in connection with, the transactions contemplated hereby. The undertakings
set forth in this paragraph is given freely and after obtaining independent legal advice. For purposes of this Subscription Agreement,
“Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager,
direct or indirect equityholder or affiliate of SPAC, the Issuer, the Company, any Placement Agent or any of SPAC’s, the Issuer’s
the Company’s or any Placement Agent’s controlled affiliates or any family member of the foregoing.
14. Disclosure. SPAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date
of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the
“Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription
Agreements, the Transaction and any other material, nonpublic information that SPAC and/or the Issuer has provided to the Investor at
any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the knowledge of SPAC, the
Investor shall not be in possession of any material, non-public information received from SPAC or any of its officers, directors, or
employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement,
whether written or oral, with SPAC, the Issuer or any of their respective affiliates, relating to the transactions contemplated by this
Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, SPAC shall not publicly disclose the
name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers in
any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the
Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities,
(ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the
regulations of any national securities exchange on which SPAC’s securities are listed for trading or (iii) to the extent such
announcements or other communications contain only information previously disclosed in a public statement, press release or other communication
previously approved in accordance with this Section 14.
15.
Allocation. Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall have the right, with
the prior written consent of SPAC, to, by written notice to the Investor at least three (3) business days before Closing, reduce the
number of Subscribed Shares to be issued to the Investor pursuant to this Subscription Agreement, upon which the Subscription Amount
shall be reduced proportionally based on the Per Share Purchase Price. For the avoidance of doubt, this Section 15 shall not apply
to the Shares to be issued under certain Other Subscription Agreements with certain investors
who made forward purchase commitments pursuant to the respective forward purchase agreements dated as of March 1, 2021 (as may be amended,
restated and/or supplemented from time to time, each a “Forward Purchase Agreements”) by and among such relevant investor,
the SPAC and the other party thereto.
[SIGNATURE
PAGES FOLLOW]
Confidential
IN
WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first written above.
Lippo-Dragonstone Asia Star I Limited
|
|
|
|
|
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By:
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/s/ Zhang Ke
|
|
Name:
|
Zhang Ke
|
|
Title:
|
Director
|
|
[Signature Page to Subscription Agreement]
Confidential
IN
WITNESS WHEREOF, SPAC has accepted this Subscription Agreement as of the date first written above.
|
ARTISAN ACQUISITION CORP.
|
|
|
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By:
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/s/ Cheng Yin Pan
|
|
Name:
|
Cheng Yin Pan
|
|
Title:
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Chief Executive Officer
|
[Signature Page to Subscription Agreement]
Confidential
IN
WITNESS WHEREOF, the Issuer has accepted this Subscription Agreement as of the date first written above.
|
Prenetics Global Limited
|
|
|
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By:
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/s/ Danny Yeung
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Name:
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Danny Yeung
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Title:
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Director
|
[Signature Page to Subscription Agreement]
SCHEDULE
A
ELIGIBILITY
REPRESENTATIONS OF THE INVESTOR
A.
|
QUALIFIED INSTITUTIONAL BUYER STATUS
|
|
(Please check the applicable subparagraphs):
|
☐ We
are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
B.
|
INSTITUTIONAL ACCREDITED INVESTOR STATUS
|
|
(Please check the applicable subparagraphs):
|
|
|
☐ 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.”
|
Rule
501(a), 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. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to
the Investor and under which the Investor accordingly qualifies as an “accredited investor.”
☐ Any
bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;
☐ 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 the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;
☐ Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
☐ Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person;
☐ Any
entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess
of $5,000,000; or
☐
Any entity in which all of the equity owners are “accredited investors” under Rule 501(a) under the Securities Act meeting
one or more of the above tests.
This
page should be completed by the Investor and constitutes a part of the Subscription Agreement.
Forward-Looking
Statements
This document
contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that
are based on beliefs and assumptions and on information currently available to Artisan and Prenetics, and also contains certain financial
forecasts and projections.
All statements
other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of
operations and financial position, Prenetics’ plans for new product development and geographic expansion, objectives of management
for future operations of Prenetics, projections of market opportunity and revenue growth, competitive position, technological and market
trends, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of PubCo following the consummation
of the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms of the proposed transaction,
are also forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or
other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain
these words. These statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of
Artisan and Prenetics, which involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance
or achievements to be materially different from those expressed or implied by these forward-looking statements. Any such estimates, assumptions,
expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary
and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Although each of
Artisan, Prenetics and PubCo believes that it has a reasonable basis for each forward-looking statement contained in this document, each
of Artisan, Prenetics and PubCo caution you that these statements are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy
statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by PubCo with the SEC and other
documents filed by Artisan or PubCo from time to time with the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking
statements. Forward-looking statements in this document include statements regarding the proposed transaction, including the timing and
structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Artisan, Prenetics nor PubCo
can assure you that the forward-looking statements in this document will prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including the ability to complete the business combination due to the failure to obtain approval
from Artisan’s shareholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event
that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the
business combination, the amount of redemption requests made by Artisan’s public shareholders, costs related to the transaction,
the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement
and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and
uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form F-4
to be filed by PubCo with the SEC and those included under the heading “Risk Factors” in the final prospectus of Artisan
dated May 13, 2021 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by Artisan, Prenetics, PubCo,
their respective directors, officers or employees or any other person that Artisan, Prenetics or PubCo will achieve their objectives
and plans in any specified time frame, or at all. The forward-looking statements in this document represent the views of Artisan, Prenetics
and PubCo as of the date of this document. Subsequent events and developments may cause those views to change. However, while Artisan,
Prenetics and PubCo may update these forward-looking statements in the future, Artisan, Prenetics and PubCo specifically disclaim any
obligation to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements
as representing the views of Artisan, Prenetics or PubCo as of any date subsequent to the date of this document. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Important
Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection
with the proposed transaction, PubCo will file a registration statement on Form F-4 with the SEC that will include a prospectus with
respect to PubCo’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the
shareholder meeting of Artisan to vote on the proposed transaction. Shareholders of Artisan and other interested persons are encouraged
to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these
documents will contain important information about Artisan, Prenetics and PubCo and the proposed transaction. After the registration
statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed
to shareholders of Artisan as of a record date to be established for voting on the proposed transaction. Once available, shareholders
of Artisan will also be able to obtain a copy of the F-4, including the proxy statement/prospectus, and other documents filed with the
SEC without charge, by directing a request to: Artisan Acquisition Corp., Room 1111, New World Tower 1, 18 Queen's Road, Central, Hong
Kong. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also
be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants
in the Solicitation
Artisan,
Prenetics and PubCo and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the potential transaction described in this document under the rules of the SEC. Information about the directors and
executive officers of Artisan and their ownership is set forth in Artisan’s filings with the SEC, including its final prospectus
dated May 13, 2021 and subsequent filings on Form 10-Q and Form 3. Additional information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of Artisan’s shareholders in connection with the potential transaction will
be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These
documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to Artisan Acquisition Corp.,
Room 1111, New World Tower 1, 18 Queen's Road, Central, Hong Kong.
No
Offer or Solicitation
This document
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential
transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Artisan, Prenetics or PubCo,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act.
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