Amendment No. 1 to Business Combination Agreement, dated as of July 17, 2023, by and among Rose Hill, Prize and AGH

THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of July 17, 2023, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, the Parties previously entered into that certain Business Combination Agreement, dated as of October 19, 2022 (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”); and

WHEREAS, the Parties desire to amend the Business Combination Agreement in certain respects as described in this Amendment.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.          Amendments to the Business Combination Agreement.

“(b)  Promptly following the Initial Contribution and in any event at least three Business Days before the Closing Date, the Company shall contribute to Merger Sub all of the issued and outstanding equity of HoldCo and in exchange therefor Merger Sub shall issue a number of Merger Sub Ordinary Shares to the Company that collectively have an aggregate par value equal to the Chilean Tax Value of the equity of HoldCo so contributed (together with the Initial Contribution, the “Pre-Closing Restructuring”). For purposes of this Agreement, “Chilean Tax Value” shall mean the cost for tax (“costo tributario”) purposes according to article 41 and 17 No.8 of Chilean Decree Law 824, as interpreted by General Ruling No.44 of 2016 issued by the Chilean IRS, which corresponds to the (i) purchase price or contribution value of the applicable equity, plus (ii) any capital increase actually paid by the applicable holder, less (iii) any capital decrease paid by HoldCo, plus (iv) inflation adjustments set forth in article 41 and 17 No.8 of the Chilean Decree Law 824.”

(b)          Section 7.10(a) of the Business Combination Agreement is hereby amended as follows (i) the reference to “During the Interim Period” is hereby deleted and replaced in its entirety with the following: “Immediately following the agreement of SPAC, the Company and applicable investors in writing of the key economic terms of Subscription Agreements with respect to PIPE Investments that, if consummated, would result in the receipt of proceeds of at least $50,000,000 in the aggregate to New PubCo in connection with the Closing (a “Qualifying PIPE Agreement”), but not until such time”; and (ii) the last sentence thereof is hereby deleted and replaced in its entirety with the following:

“Following the occurrence of a Qualifying PIPE Agreement, the Company shall, and shall cause the Company’s Subsidiaries to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Company Business Combination.”

“Notwithstanding anything in this Agreement to the contrary, including the immediately preceding sentence, this Section 7.10(c) shall only apply to the Company Parties following the occurrence of a Qualifying PIPE Agreement.”

“(b) (i) by either SPAC or the Company if the Closing shall not have occurred by October 18, 2023 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”

“11.18          Certain Acknowledgements. The Parties hereby acknowledge and agree that, notwithstanding anything to the contrary, any solicitation, initiation, entry into or continuation of discussions, negotiations, transactions, encouragement of or responses to any inquiries or proposals, or provision of any information by the Company, its Subsidiaries or their respective Representatives with (or to) any Person in respect of a Company Business Combination prior to the occurrence of a Qualifying PIPE Agreement, in each case, (i) will not breach or otherwise be in violation of any such Person’s or their Affiliate’s obligations under this Agreement or the Confidentiality Agreement, (ii) shall not be considered an action (or failure to act) that is a principal cause of or results in the failure of the Closing to occur on or before the Outside Date and (iii) are considered expressly contemplated by this Agreement for all purposes under Section 6.1.”

2.          Effect of Amendment.  Except as set forth herein, all other terms and provisions of the Business Combination Agreement remain unchanged and in full force and effect.  On and after the date hereof, each reference in the Business Combination Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference to the Business Combination Agreement as amended or otherwise modified by this Amendment.  For the avoidance of doubt, references to the phrases “the date of this Agreement” or “the date hereof”, wherever used in the Business Combination Agreement, as amended by this Amendment, shall mean October 19, 2022.

3.          Construction.  This Amendment shall be governed by all provisions of the Business Combination Agreement unless context requires otherwise, including all provisions concerning construction, enforcement and governing law.

4.          Entire Agreement. This Amendment together with the Business Combination Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby, including that certain waiver, dated as of May 31, 2023, executed by SPAC (the “Waiver”). In the event of a conflict between the terms of the Business Combination Agreement or the Waiver, on the one hand, and this Amendment, on the other hand, the terms of this Amendment shall prevail.

5.          Counterparts.  This Amendment may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when such counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence. The exchange of a fully executed Amendment in counterparts or otherwise) in pdf, DocuSign or similar format and transmitted by facsimile or email shall be sufficient to bind the Parties to the terms and conditions of this Amendment.