Common use of Conditions to Obligations of Acquiror, Merger Sub and the Company Clause in Contracts

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Parties: (a) the Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension The Company Stockholder Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (e) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension The Company Stockholder Approval shall have been obtained; (c) The Acquiror Registration Statement shall have become effective under the Company Stockholder Approval Securities Act and no stop order suspending the effectiveness of the Acquiror Registration Statement shall have been obtainedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The Internal Reorganization and the waiting period or periods under Distribution and the HSR Act applicable to the other transactions contemplated by this the Separation and Distribution Agreement and the Ancillary Agreements shall have expired or been terminatedconsummated in accordance with the Separation and Distribution Agreement; (e) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount;); and (g) The shares of Acquiror Class A Common Stock to be issued in connection with the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities Merger shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnNasdaq.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension The Company Stockholder Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Merger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The Registration Statement Securities shall have been approved for listing on Nasdaq.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such Parties: (a) the The Acquiror Stockholder Approval shall have been obtainedobtained with respect to the Required Transaction Proposals; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration The Proxy Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued by the SEC and shall remain in effect and no proceedings for that purpose seeking such a stop order shall have been initiated or threatened by the SEC and not withdrawn; (d) All waiting periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the Transactions) applicable to the Transactions shall have expired or been terminated; (e) The Secretary of State shall have approved the Transactions as provided for by section 13 of the NSI Act; (f) There shall not be in force any Governmental Order or other Law enjoining, prohibiting or making illegal the consummation of the Merger; provided, that the Governmental Authority issuing, enacting or promulgating such Governmental Order or other Law has jurisdiction over the Parties with respect to the Transactions; and (g) The shares of Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The shares of Acquiror Post-Merger Class A Common Stock issuable upon conversion of the Acquiror Post-Merger Class B Common Stock to be issued in connection with the Merger shall have been approved for listing on the Stock Exchange, and, immediately following the Effective Time, Acquiror shall satisfy any applicable continuing listing requirements of the Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtainedobtained with respect to the Transaction Proposals identified in clauses (A), (B), (C), (D), (E), (G), (H) and (I) of Section 8.2(b)(ii); (b) the Acquiror Extension The Company Unitholder Approval shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Company Stockholder Approval Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been obtainedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, the Parties shall have received CFIUS Approval, if and as required or otherwise deemed advisable by the Parties after good faith discussions; (e) there There shall not be in force any Governmental Order, statute, rule or regulation or other action restraining, enjoining or otherwise prohibiting the consummation of the MergerMerger or otherwise making the consummation of the Merger illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount;Redemptions; and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities Merger shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness NYSE, subject to official notice of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnissuance thereof.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all both of such PartiesAcquiror and the Company: (a) the The Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension Approval shall have been obtained; (c) Shareholder Approvals and the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (fb) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption AmountRedemption; (c) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (d) All consents, approvals, registrations, declarations and other filings of and with Governmental Authorities and the expiration of any applicable waiting periods, in each case, set forth on Schedule 9.1(d) shall have been obtained, filed or expired (as applicable) (collectively, “Regulatory Approvals”); (e) All consents and approvals of and with third parties set forth on Schedule 9.1(e) shall have been obtained or filed; (f) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (g) The Board of Acquiror has been expanded in size to accommodate the Listing Application number of directors contemplated by Section 7.7 and the Persons designated pursuant to Section 7.7(a)(ii) shall have been approved by the Applicable Stock Exchange Acquiror Shareholders or otherwise have been replaced with an alternative Person pursuant to Section 7.7(c) (subject in each case, with such appointments to official notice of issuance) and, as of take effect immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock ExchangeClosing); and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the The Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened declared effective by the SEC and not withdrawnremain effective as of the Closing, with no stop order or similar order in effect with respect thereto.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements, and any commitment to, or agreement (including any timing agreement) with, any Governmental Authority not to close the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements, shall have expired or been terminated; (e) There shall not be in force any Governmental Order or Law enjoining, preventing, making unlawful or prohibiting the consummation of the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements; provided that the Governmental Authority issuing or entering such Governmental Order, or enacting or promulgating such Law, has jurisdiction over the parties hereto with respect to the transactions contemplated by this Agreement, the Whizz Purchase Agreement, the Compass AC Merger Agreement and the Ancillary Agreements; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the Domesticated Acquiror Common Stock.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such Parties: (a) the Acquiror Stockholder Shareholder Approval shall have been obtainedduly obtained in accordance with the Companies Act, Acquiror’s Governing Documents and Nasdaq rules; (b) the Acquiror Extension Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC which remains pending; (d) the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force effect any Governmental OrderOrder or other Law from any Governmental Authority of competent jurisdiction that enjoins, statute, rule prohibits or regulation enjoining or prohibiting makes illegal the consummation of the Merger; providedMerger or any other transaction contemplated in Article II, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated herebyArticle III or Article IV; (f) Acquiror shall have, and shall not have redeemed Acquiror Cayman Class A Shares in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing payments required to be made in connection with Acquiror Share Redemptions and the payment of the Acquiror Share Redemption PIPE Investment Amount;; and (g) the Listing Application shall have been approved by Acquiror Delaware Class A Shares to be issued in connection with the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities transactions contemplated hereby shall have been approved for listing on the Applicable Stock Exchange; and Listing Exchange (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness subject only to official notice of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnissuance thereof).

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) The Acquiror Stockholders’ Approval and the Acquiror Stockholder Approval Company Written Consent shall have been obtained; (b) All approvals or consents, and all waiting or other periods, under the Acquiror Extension Approval Laws set forth and described on Schedule 8.1(b) (collectively, the “Regulatory Approvals”) shall have been obtainedobtained or have expired or been terminated, as applicable; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The shares of Acquiror Class A Common Stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or NYSE, subject to any requirement to have a sufficient number of round lot holders of the Acquiror Class A Common Stock, and the outstanding shares of Acquiror Class A Common Stock held by Public Stockholders shall be listed on such exchange on the Closing Date; (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (f) Upon the Closing, after giving effect to any Acquiror Share Redemption and any PIPE Investment, Acquiror shall have net tangible assets of at least $5,000,001.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, shall have expired or been terminated; (ed) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (fe) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (gf) the The Listing Application shall have been approved by the Applicable Stock Exchange NYSE (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of the Applicable Stock ExchangeNYSE, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange NYSE that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; andNYSE; (hg) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and (h) Either the (i) the FINRA Approval shall have been obtained, which approval shall be in full force and effect, or (ii) thirty (30) days shall have passed since a substantially complete Continuing Membership Application shall have been submitted, and FINRA shall have notified the Company or its Subsidiaries that it does not intend to impose a material membership restriction on the Company Broker-Dealer Subsidiary in connection with the FINRA Approval.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (ed) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (fe) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (gf) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities Merger shall have been approved for listing on by the Applicable Stock Exchange; andNYSE; (hg) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnremain pending; and (h) The size and composition of the Board of Directors of Acquiror shall be composed as set forth in Section 7.6.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger Mergers is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act and any other required regulatory approvals applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have obtained, expired or been terminated, as applicable; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (g) The shares of Acquiror Class A Common Stock to be issued in connection with the Mergers shall have been approved for listing on the NYSE, or if mutually agreed by Acquiror and the Company pursuant to Section 7.3, Nasdaq; and (h) The sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is equal to or greater than $300,000,000.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq or, if requested by the Company pursuant to Section 7.3, NYSE; and (h) The sum of (x) the Trust Amount plus (y) the Third-Party PIPE Investment Amount, is equal to or greater than $200,000,000.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtainedobtained with respect to the Transaction Proposals identified in clauses (A), (B), (C), (D), (E), (G), (H) and (I) of Section 8.2(b)(ii); (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Company Stockholder Approval Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been obtainedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount); (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities Merger shall have been approved for listing on the Applicable Stock ExchangeNasdaq, subject to official notice of issuance thereof; and (h) In the Registration Statement shall have become effective under event the Securities Act Company determines a Second Merger is necessary pursuant to Section 2.7 of this Agreement and no stop order suspending the effectiveness Company has not obtained the Second Merger Consents, the number of shares of Company Capital Stock that constitute Dissenting Shares is less than or equal to twenty percent (20%) of the Registration Statement shares of Company Capital Stock outstanding immediately prior to the Effective Time; provided, that the condition set forth in this Section 9.1(h) shall have been issued and no proceedings for that purpose shall have been initiated not be deemed a condition to the Company’s obligations to consummate, or threatened by cause to be consummated, the SEC and Merger if the Company has not withdrawncomplied with its obligations to obtain the Second Merger Consents in accordance with Section 8.3(a).

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such Parties: (a) the Acquiror Stockholder Approval (including approval of the Binding Charter Proposal among other Transaction Proposals but excluding approval of the Advisory Charter Proposal) shall have been obtainedduly obtained in accordance with the DGCL, Acquiror’s Governing Documents and Nasdaq rules; (b) the Acquiror Extension Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC which remains pending; (d) the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force effect any Governmental OrderOrder or other Law from any Governmental Authority of competent jurisdiction that enjoins, statute, rule prohibits or regulation enjoining or prohibiting makes illegal the consummation of the MergerMerger or any other transaction contemplated in Article II, Article III or Article IV; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby;and (f) Acquiror shall have, and shall not have redeemed shares of Acquiror Class A Stock in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect immediately prior to any Interim Financing and or upon the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnClosing.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated, and the CFIUS Clearance shall have been achieved; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall not have redeemed shares of Acquiror Class A Common Shares in an amount that would cause Acquiror’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001; and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the Acquiror Stockholder Approval shall have been obtainedobtained with respect to the Transaction Proposals described in clauses (A), (B), (C), (D), (E), (F) and (H) of Section 9.2(c); (b) the Acquiror Extension Approval Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) all waiting periods (and any extensions thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (e) there shall not be in force any Governmental Order or Law enjoining or prohibiting, the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order or Law has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least five million and one Dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the payment of the Acquiror Share Redemption Amount, the PIPE Investment and the transactions contemplated by the Forward Purchase Agreement; and (g) the shares of Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof, and, as of immediately following the Effective Time, Acquiror shall satisfy any applicable initial and continuing listing requirements of NASDAQ, and Acquiror shall not have received any notice of non-compliance therewith from NASDAQ that has not been cured or would not be cured at or immediately following the Effective Time.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Mergers is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension The Company Equityholder Approval shall have been obtained; (c) The Domestication shall have occurred as provided in Section 7.7 and a time-stamped copy of the Company Stockholder Approval certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been obtaineddelivered to the Company; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (e) The waiting period or periods under the HSR Act and the Governmental Authorizations set forth in Section 4.5 of the Company Disclosure Schedule shall have obtained, expired or been terminated, as applicable; (f) There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Mergers or any Law that makes the consummation of the Mergers illegal or otherwise prohibited; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (g) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (h) The shares of Delaware Acquiror Common Stock to be issued in connection with the Mergers shall have been approved for listing on NYSE or, if mutually agreed by Acquiror and the Company pursuant to Section 7.3, Nasdaq.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may may, to the extent permitted by law, be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtainedobtained with respect to the Required Transaction Proposals; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) The Proxy Statement / Registration Statement shall have become effective under the Company Stockholder Approval Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been obtainedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the The applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this Agreement) applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated herebyTransactions; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount;); and (g) The shares of Acquiror Class A Common Stock to be issued in connection with the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities Merger shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness Nasdaq, subject to official notice of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnissuance thereof.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) The Acquiror Stockholders’ Approval and the Acquiror Stockholder Approval Company Written Consent shall have been obtained; (b) All approvals or consents, and all waiting or other periods, under the Acquiror Extension Approval Laws set forth and described on Section 8.1(b) of the Company Disclosure Letter (collectively, the “Regulatory Approvals”) shall have been obtainedobtained or have expired or been terminated, as applicable; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The shares of Acquiror Class A Common Stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to any requirement to have a sufficient number of round lot holders of the Acquiror Class A Common Stock; (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (f) Upon the Closing, after giving effect to any Acquiror Share Redemption and any PIPE Investment, Acquiror shall have net tangible assets of at least $5,000,001.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditionsconditions at or prior to Closing, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (g) The shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company Parties to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which which, if permitted by applicable Law, may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtainedobtained with respect to the Transaction Proposals described in clauses (1) through (3), (6) and (7) of Section 8.2(b); (b) the Acquiror Extension Approval The Member Approvals shall have been obtained; (c) The Proxy Statement/Registration Statement shall have become effective under the Company Stockholder Approval Securities Act and no stop order suspending the effectiveness of the Proxy Statement/Registration Statement shall have been obtainedissued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) All required filings under the HSR Act shall have been completed, and the waiting period or periods (or any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment transactions contemplated hereby, including the exercise of the Acquiror Share Redemption AmountStockholder Redemptions in accordance with Acquiror’s Governing Documents, the PIPE Investment, and the Forward Purchase Agreement; (g) The Pre-Closing Restructuring shall have been completed no later than one (1) Business Day prior to the Listing Application Closing Date in accordance with the Pre-Closing Restructuring Plan; and (h) The shares of Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) for listing on Nasdaq, and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with satisfy any applicable initial and continuing listing requirements of the Applicable Stock ExchangeNasdaq, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Approval shall have been obtained; (b) the Acquiror Extension Approval The Company Stockholder Approvals shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) All consents, approvals and authorizations set forth on Section 9.1(e) of the Company Disclosure Letter shall have been obtained from and made with all applicable Governmental Authorities; (f) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (g) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g) (1) of the Exchange Act) after giving effect to the payment of the Acquiror Share Redemption Amount; and (h) The shares of Acquiror Common Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq or, if requested by the Company pursuant to Section 7.3, the NYSE.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The respective obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by Acquiror, Merger Sub and the Company), as of the Closing, of the following conditions, any one or more of which may be waived in writing by all of such Parties: (a) the Acquiror Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL, Acquiror’s Governing Documents and Nasdaq rules; (b) the Acquiror Extension Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtainedduly obtained in accordance with the DGCL and the Company’s Governing Documents; (c) the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC which remains pending; (d) the applicable waiting period or periods period(s) (and any extension(s) thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated, as applicable; (e) there shall not be in force effect any Governmental OrderOrder or other Law from any Governmental Authority of competent jurisdiction that enjoins, statute, rule prohibits or regulation enjoining or prohibiting makes illegal the consummation of the Merger; providedMerger or any other transaction contemplated in Article II, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated herebyArticle III or Article IV; (f) Acquiror shall have, and shall not have redeemed Acquiror Class A Shares in an amount that would cause Acquiror not to have, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing payments required to be made in connection with Acquiror Share Redemptions and the payment of the Acquiror Share Redemption PIPE Investment Amount;; and (g) the Listing Application shall have been approved by Acquiror Common Shares to be issued in connection with the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities transactions contemplated hereby shall have been approved for listing on the Applicable Stock Exchange; and Nasdaq (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness subject only to official notice of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnissuance thereof).

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the Acquiror Stockholder Shareholder Approval (other than with respect to “(D)”, “(G)” and “(H)” referenced in the definition thereof) shall have been obtained; (b) the Acquiror Extension Approval shall have Investor Investment has been obtainedconsummated or will be consummated prior to the Merger; (c) the Company Stockholder Approval Refinancing shall have been obtainedbeen, or substantially concurrent with the Merger shall be, consummated; (d) the any applicable waiting period or periods under the HSR Act applicable relating to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminatedterminated and the parties shall have obtained all consents, waivers, clearances and approvals required under any applicable Competition Laws for the jurisdictions set forth on Section 8.1 of the Company Disclosure Letter; (e) there shall not be in force any Governmental Order, statute, rule or regulation Order enjoining or prohibiting the consummation of the MergerMerger or any Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties parties hereto with respect to the transactions contemplated hereby; (f) the shares of Acquiror Common Stock contemplated to be listed pursuant to this Agreement shall have been listed on the NYSE and shall be eligible for continued listing on the NYSE immediately following the Closing (as if it were a new initial listing by an issuer that had never been listed prior to Closing); and (g) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the Merger is are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Shareholder Approval shall have been obtained; (b) the Acquiror Extension Approval shall have been obtained; (c) the Company Stockholder Approval shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose purposes shall have been initiated or threatened by the SEC and not withdrawn; (c) All waiting periods under the HSR Act applicable to the Merger shall have expired or been terminated; (d) All other material permits, approvals, clearances, and consents of or filings with any Antitrust Authorities required to be procured or made by Acquiror, Merger Sub and the Company in connection with the Merger and the transactions contemplated by this Agreement shall have been procured or made, as applicable; (e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; (f) There shall not be pending any Legal Proceedings by any Governmental Entity seeking to restrain or prohibit the consummation of the Merger or any other transaction contemplated hereby; (g) The holders of at least sixty percent (60%) of the outstanding shares of Common Stock shall have approved this Agreement and Merger; (h) Holders of not more than thirty percent (30%) of the outstanding shares of Acquiror Common Stock shall have elected to have their Acquiror Common Shares redeemed for cash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemption; and (i) Following payment by Acquiror to its stockholders who have validly elected to have their Acquiror Common Shares redeemed for cash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemption, the amount of immediately available cash in the Trust Account shall be no less than $122,000,000.

Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub, Sub and the Company to consummate, or cause to be consummated, the First Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such Partiesparties: (a) the The Acquiror Stockholder Extension Approval shall have been obtained; (b) the The Acquiror Extension Shareholder Approval shall have been obtained; (c) the The Company Stockholder Approval Approvals shall have been obtained; (d) the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated; (e) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any Interim Financing and the payment of the Acquiror Share Redemption Amount; (g) the Listing Application shall have been approved by the Applicable Stock Exchange (subject to official notice of issuance) and, as of immediately following the Effective Time, Acquiror shall be in compliance, in all material respects, with applicable listing requirements of the Applicable Stock Exchange, and Acquiror shall not have received any notice of non-compliance therewith from the Applicable Stock Exchange that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on the Applicable Stock Exchange; and (h) the The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose purposes shall have been initiated or threatened by the SEC and not withdrawn; (e) All waiting periods under the HSR Act applicable to the Mergers shall have expired or been terminated; (f) All other material permits, approvals, clearances, and consents of or filings with any Antitrust Authorities required to be procured or made by Acquiror, Merger Sub and the Company in connection with the Mergers and the transactions contemplated by this Agreement shall have been procured or made, as applicable; (g) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; (h) There shall not be pending any Legal Proceedings by any Governmental Authority seeking to restrain or prohibit the consummation of the Mergers or any other transaction contemplated hereby; (i) The Available Acquiror Cash shall be no less than Fifty Million Dollars ($50,000,000); and (j) Following payment by Acquiror to its stockholders who have validly elected to have their Acquiror Common Shares redeemed for cash pursuant to Article 48 of the Acquiror Governing Documents and as part of the Acquiror Share Redemptions, the amount of immediately available cash in the Trust Account shall be no less than $5,000,001 (the “Minimum Trust Release Amount”); and (k) The shares of Acquiror Common Stock to be issued in connection with the First Merger shall have been conditionally approved for listing on NASDAQ, subject to run-off of Acquiror’s current listing and official notice from NASDAQ of such issuance with respect to Acquiror’s post-combination listing.