Given the management teams overlap between the Sponsor and ALCY, the Sponsor plays a material role in directing, supporting, and managing ALCY’s activities throughout its lifecycle, including its formation, operation, and the pursuit of a business combination. The Sponsor’s roles and responsibilities include: | ● | Operational and administrative support: providing office space and secretarial and administrative and support services to ALCY. |
| ● | Capital contributions and financing: the Sponsor is responsible for providing the initial capital to fund ALCY’s formation and operational expenses. The Sponsor may also contribute additional funds via loans to cover ALCY’s on-going expenses associated with the business combination process. |
| ● | Day-to-day management: given the overlap between the Sponsor’s and ALCY’s management team, the Sponsor’s personnel actively support ALCY’s corporate governance, maintaining compliance, business combination transaction identification and execution. |
| ● | Post-closing governance. Under the Business Combination Agreement, the Sponsor has the right to designate one independent director to Pubco’s board (reasonably acceptable to Cartiga). |
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