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 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 parties: (a) The Acquiror Stockholders’ Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the Company Disclosure Letter (collectively, the “Regulatory Approvals”) shall have been made, obtained or have expired or been terminated, as applicable; (c) The definitive Proxy Statement shall have been filed under the Exchange Act and no proceedings shall have been initiated or threatened by the SEC with respect to the Proxy Statement; (d) 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of the Transactions; (e) Each of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by any of the parties thereto; and (f) The Delayed Contribution shall have occurred.

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 Transactions at the Closing is Merger are 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 the Acquiror Stockholders’ Shareholder Approval shall have been obtained with respect to all Transaction Proposals; (b) the Company Stockholder Approvals shall have been obtained; (bc) All notices, approvals or consents, and all waiting or other periods, the Registration Statement shall have become effective under the Laws set forth Securities Act and described on Section 8.1(b) no stop order suspending the effectiveness of the Company Disclosure Letter (collectively, the “Regulatory Approvals”) shall have been made, obtained or have expired or been terminated, as applicable; (c) The definitive Proxy Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No Governmental Authority the waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have enacted, issued, promulgated, enforced expired 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 Transactionsbeen terminated; (e) Each there shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Ancillary Agreements 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 be have at least $5,000,001 of net tangible assets after giving effect to the FPA Investment and PIPE Investment (as determined in full force and effect and shall not have been rescinded by any accordance with Rule 3a51-1(g)(1) of the parties theretoExchange Act); and (fg) The Delayed Contribution the shares of Acquiror Common Stock to be issued in connection with the Merger shall have occurredbeen approved for listing on the Nasdaq or, if requested by the Company pursuant to Section 7.3, NYSE.

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 Transactions at the Closing 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 Stockholders’ Shareholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Equityholder Approval shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No Governmental Authority The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have enacted, issued, promulgated, enforced expired 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 Transactionsbeen terminated; (e) Each There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by 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 theretohereto 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 (fg) The Delayed Contribution shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Merger shall have occurredbeen 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 Transactions at the Closing 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 Stockholders’ Shareholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Equityholder Approval shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No Governmental Authority The waiting period or periods under the HSR Act shall have enacted, issued, promulgated, enforced expired 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 Transactionsbeen terminated; (e) Each There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by 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 theretohereto 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 (fg) The Delayed Contribution shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have occurredbeen approved for listing on 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 Transactions at the Closing 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 Stockholders’ Stockholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Stockholder Approvals shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No There shall not be in force any Governmental Authority shall have enactedOrder, issuedstatute, promulgated, enforced rule or entered any Law (whether temporary, preliminary regulation enjoining or permanent) or Governmental Order that is then in effect and which has prohibiting the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions;Merger; provided, that the Governmental Authority issuing such Governmental Order or enacting such statute, rule or regulation has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; and (e) Each The shares of Acquiror Common Stock to be issued in connection with the Ancillary Agreements Merger shall be in full force and effect and shall not have been rescinded by any of the parties thereto; and (f) The Delayed Contribution shall have occurredapproved 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 Transactions at the Closing 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 Stockholders’ Stockholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Stockholder Approvals shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No Governmental Authority The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have enacted, issued, promulgated, enforced expired 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 Transactionsbeen terminated; (e) Each There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Ancillary Agreements 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 be have at least $5,000,001 of net tangible assets (as determined in full force and effect and shall not have been rescinded by any accordance with Rule 3a51-1(g)(1) of the parties theretoExchange Act); and (fg) The Delayed Contribution shares of Acquiror Common Stock to be issued in connection with the Merger shall have occurredbeen 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 Transactions at the Closing 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 Stockholders’ Shareholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Stockholder Approvals shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statementand not withdrawn; (d) No Governmental Authority The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have enacted, issued, promulgated, enforced expired 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 Transactionsbeen terminated; (e) Each There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Ancillary Agreements 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 be have at least $5,000,001 of net tangible assets (as determined in full force and effect and shall not have been rescinded by any accordance with Rule 3a51-1(g)(1) of the parties theretoExchange Act); and (fg) The Delayed Contribution shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have occurredbeen approved for listing on the NYSE.

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 Transactions at the Closing 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 Stockholders’ Shareholder Approval shall have been obtained; (b) All notices, approvals or consents, and all waiting or other periods, under the Laws set forth and described on Section 8.1(b) of the The Company Disclosure Letter (collectively, the “Regulatory Approvals”) Equityholder Approval shall have been made, obtained or have expired or been terminated, as applicableobtained; (c) 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), except in the event that Acquiror’s Governing Documents shall have been amended to remove such requirement prior to or concurrently with the Closing; (d) The definitive Proxy Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been filed under the Exchange Act issued and no proceedings for that purpose shall have been initiated or threatened by the SEC with respect to the Proxy Statement; (d) 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 Transactionsnot withdrawn; (e) Each There shall not be in force any Governmental Order or any Law enjoining or prohibiting the consummation of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by 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 theretohereto with respect to the transactions contemplated hereby; and (f) The Delayed Contribution shares of Domesticated Acquiror Common Stock to be issued in connection with the Merger shall have occurredbeen approved for listing on NASDAQ or an Alternate Exchange, as applicable, as of the Closing Date.