Common use of Termination Upon Default Clause in Contracts

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(b9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval; provided, however, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a9.2(a) 9.2(b) or Section 9.3(b9.2(c) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (c) Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company if the Company makes any Company Change of Recommendation. (d) The Company may terminate this Agreement by giving written notice to Closing set forth the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in Section 9.2(a) principle, memorandum of understanding, business combination agreement or Section 9.2(b) from being satisfiedany other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Termination Upon Default. (a) Parent The Acquiror may terminate this Agreement by giving notice to ▇▇▇, ▇▇▇ and Fintech on or prior to the CompanyClosing Date, without prejudice to any rights or obligations Parent or Merger Sub the Acquiror may have: , if (i) at any time prior to the Closing has not occurred by the Outside Closing Date if and the failure of the Closing to occur by then is caused by any of the Group Parties, (xii) there is any Legal Restraint restraining, enjoining or otherwise prohibiting the Company transactions contemplated by this Agreement which cannot be, as reasonably believed by the Acquiror, resolved within ninety (90) days of the date of such Legal Restraint, or DLQ Parent (iii) any of the Group Parties shall have materially breached any representation, warranty, agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected Date such that the condition to render the satisfaction of any of the conditions closing set forth in Section 9.2(a9.2 would not satisfied (treating such time as if it were the Closing Date) or 9.2(b) impossible; and (y) such breach canshall not be cured within thirty (30) days following receipt by the Group Parties of a notice describing in reasonable detail the nature of such breach. (b) ▇▇▇, ▇▇▇ and/or Fintech may terminate this Agreement by giving notice to the Acquiror, without prejudice to any rights or is obligations the terminating parties may have, if the Acquiror or the Merger Subs shall have materially breached any of their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3 would not satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, Acquiror of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (xw) (1) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(b) impossible9.2(p); and (y2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iiix) at any time after the DLQ Parent Approval Company Stockholder Written Consent Deadline if DLQ Parent the Company has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably would be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b) impossible9.3(c); and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or Section 9.2(b) 9.2, from being satisfied.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the CompanyCompany and the Seller on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub and Purchaser may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent the Seller shall have breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of such that the conditions set forth in Section 9.2(a) or 9.2(b) impossible; would not be satisfied and (y) such breach canshall not be cured or is not cured by within the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to ParentParent on or prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, at any time prior to the Closing Date, if: (i) (x) if Parent or Merger Sub the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of such that the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; would not be satisfied and (y) such breach canshall not be cured or is not cured by within the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; . (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) there shall have been any Effect in respect of the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Merger SubPurchaser of any of its representations, that individually, warranties or together with any other Effect since the date of covenants contained in this Agreement), has had or would reasonably be expected to have a Material Adverse Effect Parent shall promptly (but in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither no event more than 60 days following such termination) pay the Company nor DLQ Parent is then in breach the amount of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied$200,000.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (xw) (1) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(b) impossible9.2(p); and (y2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iiix) at any time after the DLQ Parent Approval Company Stockholder Written Consent Deadline if DLQ Parent the Company has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably would be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b) impossible9.3(c); and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or Section 9.2(b) 9.2(p), from being satisfied.

Termination Upon Default. (ai) Parent If Seller shall have made any intentionally and materially incorrect or intentionally and materially inaccurate statement in any of the representations and warranties of Seller set forth in §3(a), §3(b), §3(d)(i), §3(d)(ii), §3(d)(iii), §3(g), §3(h), §3(i) and §3(q), or Seller shall have failed to perform and comply with all of its covenants hereunder in any material respects, on, before, or through the Closing, Buyer may terminate this Agreement by giving written notice to Seller and Seller shall pay to Buyer as allowed administrative expense claims pursuant to §503 of the CompanyBankruptcy Code Buyer’s actual out-of-pocket expenses (including without limitation, without prejudice reasonable attorneys’ fees and expenses) incurred in connection with this Agreement from and after the date that the bidding procedures set forth in the Plan of Reorganization are sent to prospective bidders up to $500,000 , and the Deposit plus any rights accrued interest thereon will be returned to Buyer. It is agreed that Buyer has no adequate remedy at law for breach of this Agreement by Seller, and Buyer may pursue any and all remedies, at law or obligations Parent or Merger Sub may have: in equity, for such breach, including specific performance and injunction. (iii) at any time prior to the Closing Date if If either (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a§7(b)(iii) or 9.2(b(iv) impossible; are not met on or before the Closing Date and Seller has not waived such breach, or (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date all conditions set forth in §7(a) have been met and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Groupfails to occur due to Buyer’s failure to close, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company Seller may terminate this Agreement by giving notice to ParentBuyer and the Deposit shall be paid to Seller as liquidated damages and settlement in full of any claims Seller may have against Buyer hereunder. Both parties agree that the damages that would be caused to Seller upon such a breach by a Buyer would be uncertain and very difficult to ascertain. Buyer and Seller have therefore negotiated and agreed that the Deposit shall serve as an amount of liquidated damages, without prejudice to any rights or obligations and they agree that the Company may have, at any time prior amount of the Deposit is reasonable and not greatly disproportionate to the Closing Dateloss that might be caused by such a situation Buyer and Seller agree, if: (i) (x) Parent or Merger Sub shall have breached any each with the advice of its covenantscounsel, agreements, representations, and warranties contained herein to be performed on or prior to that the Closing Date, which has rendered or reasonably would render the satisfaction of any amount of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; Deposit is enforceable liquidated damages and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedan unenforceable penalty.

Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (xi)(A) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) or 9.2(b) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupStockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuingreceiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) at any the Company has failed to comply with its covenants under Section 7.5 in the time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approvalperiod required by such provision; provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) impossible; , and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; breach or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingOutside Termination Date; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) ), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(b9.2(m) from being satisfied.

Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement: i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and remedied within thirty (30) days following after receipt by the Company or DLQ Parent, as the case may be, breaching party of a written notice thereof from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approvalparty; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) if such breach cannot is as a result of software errors or malfunctions, the cure period shall be cured or is not cured by the earlier [redacted-confidential treatment requested] from receipt of the Outside Closing Date written notice and thirty Seavision shall provide RCCL with a written plan and timetable to remedy such software problem within fifteen (3015) days following of receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or ii) The making by either party of any statement, representation or warranty in this Agreement or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (B) being unable or failing to pay or admitting in writing its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or any insolvency law; or (iiF) there shall have been any Effect in respect of Parent or Merger Sub, that individuallyfiling an answer admitting the material allegation of, or together with consenting to, or defaulting in answering a petition filed against it, in any other Effect since the date of this Agreementbankruptcy, has had reorganization or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedinsolvency proceeding.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b) or 9.2(bSection 9.2(c) impossible; and (y) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingbreach ; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(b9.2(c) from being satisfied. (c) Parent may terminate this Agreement by giving notice to the Company, without liability to the Company for breach of its obligations set forth in Section 8.8 or prejudice to any rights or obligations Parent or Merger Sub may have, if the Company, Parent and their respective Affiliates, as applicable, have not by the end of the Assurance Arrangement Negotiation Period executed and delivered pursuant to Section 8.8 each of the Assurance Agreement and the Assurance Escrow Agreement; provided, that the termination notice contemplated by this Section 10.2(c) shall be delivered by Parent no later than the date that is five (5) days following the expiration of the Assurance Arrangement Negotiation Period and if such notice is not delivered prior to such date, the termination right of Parent set forth in this clause (c) shall immediately terminate and be of no further force or effect.

Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (xi)(A) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c) or 9.2(bSection 9.2(f), Section 9.2(h) impossible; and Section 9.2(j) impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach (or with respect to the obligation to deliver financial statements pursuant to Section 9.2(j) five (5) days, or (2) the Outside Termination Date; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupStockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuing; or (iii) at any time after receiving the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) ), Section 9.3(b), or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a) ), Section 9.3(b), or Section 9.3(b9.3(c) impossible; , and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; breach or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingOutside Termination Date; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(b9.2(c) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(bthrough 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupStockholder Written Consent Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuing; or (iii) at delivering the Company Stockholder Approval to Parent, Parent shall no longer have any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if at any time prior to the Closing DateClosing, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossibleimpossible (a “Terminating Parent Breach”); and (y) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (ii) there the “Parent Cure Period”), such termination shall have been any Effect in respect of not be effective, and such termination shall become effective only if the Terminating Parent or Merger Sub, that individually, or together with any other Effect since Breach is not cured within the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedCure Period.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent Parent, Merger Sub or Merger Sub II may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; 9.2 impossible and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of evidence that the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected Stockholder Written Consent was obtained is not delivered to have a Material Adverse Effect in respect of Parent by the Company Group as a whole which is uncurable and continuingStockholder Written Consent Deadline in accordance with Section 7.2(a); or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent Company has not previously received delivered to Parent the DLQ Parent Stockholder ApprovalPCAOB Financial Statements by June 15, 2023; providedor (iv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, however, that no Parent Party is then in breach the reasonable discretion of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedParent. (b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) 9.3 impossible; and (yii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or . (iic) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of may terminate this Agreement, has had or would reasonably be expected Agreement by giving written notice to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ if the Company Stockholder Written Consent is not obtained by the Company Stockholder Written Consent Deadline. (d) At any time prior to obtaining Parent is then in breach of Stockholder Approval, Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company in order for Parent to Closing set forth in enter into a definitive agreement with respect to a Superior Proposal, provided that Parent has otherwise complied with its obligations under Section 9.2(a) or Section 9.2(b) from being satisfied6.2(b).

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval; provided, however, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as under this clause (ii)). For the avoidance of doubt, Parent shall also have the right to prevent terminate this Agreement pursuant to this Section 10.2(a) if (A) the conditions to Closing set forth in Section 9.3(aSections 9.1 and 9.3 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) or Section 9.3(bParent and Merger Sub are willing, ready and able to effect the Closing, and (C) from being satisfiedthe Company fails to effect the Closing within two (2) Business Days following the written request of Parent to proceed with the Closing. (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. For the avoidance of doubt, the Company shall also have the right to terminate this Agreement so as pursuant to prevent this Section 10.2(b) if (A) the conditions to Closing set forth in Section 9.2(aSections 9.1 and 9.2 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) or Section 9.2(bthe Company is willing, ready and able to effect the Closing, and (C) from being satisfiedParent and Merger Sub fail to effect the Closing within two (2) Business Days following the written request of the Company to proceed with the Closing.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; 9.2 impossible and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of evidence that the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected Stockholder Written Consent was obtained is not delivered to have a Material Adverse Effect in respect of Parent by the Company Group as a whole which is uncurable and continuingStockholder Written Consent Deadline in accordance with Section 7.2(a); or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent Company has not previously received delivered to Parent the DLQ PCAOB Financial Statements by May 31, 2024; (iv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, in the reasonable discretion of Parent, (v) Parent, in its sole discretion, is not satisfied with the results of its due diligence investigation of the Company, or (vi) Parent Stockholder Approval; providedis unable, howeverwithout unreasonable effort, that no Parent Party is then in breach of this Agreement so as expense, or delay, to prevent obtain the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedFairness Opinion. (b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) 9.3 impossible; and (yii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or . (iic) there shall have been At any Effect in respect of time prior to obtaining Parent or Merger SubStockholder Approval, that individually, or together with any other Effect since the date of Parent may terminate this Agreement, has had or would reasonably be expected Agreement by giving written notice to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ in order for Parent is then in breach of this Agreement so as to prevent the conditions enter into a definitive agreement with respect to Closing set forth in a Superior Proposal, provided that Parent has otherwise complied with its obligations under Section 9.2(a) or Section 9.2(b) from being satisfied6.2(b).

Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (xi)(A) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) or 9.2(b) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupStockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuingreceiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) at any the Company has failed to comply with its covenants under Section 7.5 in the time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approvalperiod required by such provision; provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) impossible; , and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; breach or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingOutside Termination Date; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) ), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(b9.2(l) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of such that the conditions set forth in Section 9.2(a) or 9.2(b) impossible; 9.2 would not be satisfied and (y) such breach cannot be cured or cured, the Company is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 10.2(a)(ii) at any time (A) prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; Stockholder Written Consent Deadline or (iiiB) at any time after the DLQ Parent Approval Deadline if DLQ Parent such evidence has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as been delivered to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedParent). (b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of such that the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible9.3 would not be satisfied; and (yii) such breach cannot be cured or cured, Parent is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval; provided, however, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedAgreement.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(bthrough 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupStockholder Written Consent Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuing; or (iii) at delivering the Company Stockholder Approval to Parent, Parent shall no longer have any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if at any time prior to the Closing DateClosing, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(bthrough 9.3(c) impossibleimpossible (a “Terminating Parent Breach”); and (y) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by the earlier Parent, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (ii) there the “Parent Cure Period”), such termination shall have been any Effect in respect of not be effective, and such termination shall become effective only if the Terminating Parent or Merger SubBreach is not cured within the Parent Cure Period, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (c) Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company, without prejudice to Closing set forth in Section 9.2(a) any rights or Section 9.2(b) from being satisfiedobligations Parent or Merger Sub may have, if the Company Support Agreement is not executed and delivered by the Company and the Company Stockholders listed on Schedule I within 24 hours following the execution of this Agreement.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuingor is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the DLQ Parent Approval Company Stockholder Written Consent Deadline if DLQ Parent the Company has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval; provided, however, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (iii)). (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger SubParent, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (xi)(A) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) or 9.2(bSection 9.2(m) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; or (ii) at any time prior to after the Closing Date G3 Stockholder Written Consent Deadline if there shall have been any Effect in respect of the Company Grouphas not received the G3 Stockholder Approval (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuing; or (iii) at any time after receiving the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent G3 Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(b9.3(d) from being satisfied. (b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(b9.3(d) impossible; , and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; breach or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingOutside Termination Date; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to the Closing set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) or Section 9.2(b9.2(m) from being satisfied.

Termination Upon Default. (a) The Parent may terminate this Agreement by giving notice to the CompanyCompany Parties on or prior to the Closing Date, without prejudice to any rights or obligations the Parent or Merger Sub may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent shall Parties have materially breached any representationof their representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered Date or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; this Agreement and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and within thirty (30) calendar days following receipt by the Company or DLQ Parent, as the case may be, Parties of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time provided however, that prior to dispatching the Closing Date if there notice of termination, the Parent shall have been any Effect engaged in respect of good faith discussions with the Company GroupParties to resolve the issues in dispute for a period of at least five (5) days, that individuallyand have failed to resolve said issues by the end of such period. For avoidance of doubt and notwithstanding anything herein to the contrary, or together with any other Effect since the date failure to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements shall constitute a material breach of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to the Parent, without prejudice to any rights or obligations the Company may have, at any time prior to if the Closing Date, if: (i) (x) Parent or Merger Sub shall have has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; Date and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and within thirty (30) calendar days following receipt by such Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, provided however, that neither prior to dispatching the notice of termination, the Company nor DLQ Parties shall have engaged in good faith discussions with the Parent is then to resolve the issues in breach dispute for a period of this Agreement so as at least five (5) days, and have failed to prevent resolve said issues by the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedend of such period.

Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement: i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and remedied within thirty (30) days following after receipt by the Company breaching party of written notice thereof from the other party; provided however, if such breach is as a result of software errors or DLQ Parentmalfunctions, as the case may be, cure period shall be sixty (60) days from receipt of written notice and SEAVISION shall provide RCCL with a written plan and timetable to remedy such software problem within fifteen (15) days of receipt of written notice from Parent describing in reasonable detail the nature of such breach; (or ii) at The making by either party of any time prior statement, representation or warranty in this Agreement or in any document furnished or to be furnished to the Closing Date if there other party in connection herewith which shall have been prove to be knowingly or recklessly untrue or incorrect in any Effect material respect, when made; or iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (B) being unable or failing to pay or admitting in respect writing its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of the Company Group, that individually, creditors; (D) being adjudicated a bankrupt or together with insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuinginsolvency law; or (iiiF) at any time after filing an answer admitting the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individuallymaterial allegation of, or together with consenting to, or defaulting in answering a petition filed against it, in any other Effect since the date of this Agreementbankruptcy, has had reorganization or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedinsolvency proceeding.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupShareholder Written Consent Deadline if the Company has not delivered the Company Shareholder Approval to Parent (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuing; or (iii) at delivering the Company Shareholder Approval to Parent, Parent shall no longer have any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if at any time prior to the Closing DateClosing, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossibleimpossible (a “Terminating Parent Breach”); and (y) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (iithe “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period. (c) there shall have been any Effect This Agreement may be terminated by the Company in respect of the event that the Non-Redemption Agreements are not entered into by Parent or Merger Sub, that individually, or together with any and the other Effect since parties thereto by the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingNon-Redemption Agreement End Date; provided, however, that neither any such termination by the Company nor DLQ pursuant to this Section 10.2(c) must occur within ten (10) Business Days of the failure by Parent is then in breach to enter into the Non-Redemption Agreements by the Non-Redemption Agreement End Date; provided, further, that, if Parent enters into the Non-Redemption Agreements prior to the termination of this Agreement so as by the Company under this Section 10.2(c), the Company shall no longer have any right to prevent the conditions to Closing set forth in terminate this Agreement under this Section 9.2(a) or Section 9.2(b) from being satisfied10.2(c).

Termination Upon Default. (a) Parent The Purchaser may terminate this Agreement on or prior to the Closing Date by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent the Stockholders shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction result in a failure of any of the conditions a condition set forth in Section 9.2(a10.2(a) or 9.2(bSection 10.2(b) impossible; to be satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parentthe Stockholders’ Representative, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party that, the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 12.2(a) if the Purchaser is then in material breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) any representation, warranty, agreement or Section 9.3(b) from being satisfiedcovenant hereunder. (b) The Company may terminate this Agreement on or prior to the Closing Date by giving written notice to Parentthe Purchaser, without prejudice to any rights or obligations the Company may have, at any time prior to if the Closing Date, if: (i) (x) Parent or Merger Sub Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction result in a failure of any of the conditions a condition set forth in Section 9.3(a10.3(a) or Section 9.3(b) impossible; to be satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub the Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither that, the Company nor DLQ Parent shall not have the right to terminate this Agreement pursuant to this Section 12.2(b) if the Company is then in material breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) any representation, warranty, agreement or Section 9.2(b) from being satisfiedcovenant hereunder.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent Parent, Acquirer or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company GroupShareholder Approval Deadline if the Company has not previously received the Company Shareholder Approval (provided, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of upon the Company Group as a whole which is uncurable and continuingreceiving the Company Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has Acquisition Merger does not previously received the DLQ Parent Stockholder Approval; providedclose before April 27, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied2025. (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) or Section 9.3(b10.3(b) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedAgreement.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written (email shall suffice) notice to the CompanyAlps Holdco, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company Alps Holdco, Pubco or DLQ Parent Merger Sub shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a10.2(a) or 9.2(b10.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, Alps Holdco of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Alps Holdco Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Alps Holdco Group as a whole which is uncurable and continuingor is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the DLQ Parent Approval Alps Holdco Shareholder Written Consent Deadline if DLQ Parent Alps Holdco has not previously received the DLQ Parent Stockholder Approval; Alps Holdco Shareholder Approval (provided, howeverthat upon Alps Holdco receiving the Alps Holdco Shareholder Approval, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (iii)). (b) The Company Alps Holdco may terminate this Agreement by giving written (email shall suffice) notice to Parent, without prejudice to any rights or obligations the Company Alps Holdco may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) or Section 9.3(b10.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company Alps Holdco describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger SubParent, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) The Parent may terminate this Agreement by giving notice to the CompanyCompany on or prior to the Closing Date, without prejudice to any rights or obligations the Parent or Merger Sub may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent shall have has materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered Date or would reasonably this Agreement or the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fourteen (3014) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior . For avoidance of doubt and notwithstanding anything herein to the Closing Date if there contrary, the failure to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by June 10, 2025, shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date constitute a material breach of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to the Parent, without prejudice to any rights or obligations the Company may have, at any time prior to if the Closing Date, if: (i) (x) Parent or Merger Sub shall have has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; Date and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fourteen (3014) days following receipt by such Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach. (c) In the event that this Agreement is terminated pursuant to Section 10.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of US$1,000,000 (the “Break-up Fee”) payable in cash or common or preferred stock with an equivalent market value to the cash equivalent fair market value worth of the Break-up Fee as appraised by a third party appraiser selected jointly by the Company and Parent, within two (2) business days after termination of this Agreement by the non-breaching party or non-delaying party unless. The Company and the Parent acknowledge and agree that: (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision; or and (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably Break-up Fee constitutes liquidated damages hereunder and is not intended to be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedpenalty.

Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; Company and (y) such breach canshall not be cured or is not cured within fifteen (15) days following receipt by the earlier Company Group of a notice describing in reasonable detail the Outside Closing Date nature of such breach. For avoidance of doubt and notwithstanding anything herein to the contrary, if the Company Group shall have failed to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by May 31, 2025 and such breach shall not be cured within thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, Group of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there , such breach shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date constitute a material breach of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, at if any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; Date and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent or Merger Sub such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach; . (c) If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement. For the avoidance of doubt, any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the SEC or the CSRC, in connection with the transactions contemplated herein, shall not be deemed attributable to either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and complete manner. (d) In the event that this Agreement is terminated pursuant to Section 13.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $1,500,000 (the “Break-up Fee”), within two (2) business days after termination of this Agreement by the non-breaching party or non-delaying party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) there the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-Up Fee shall have been any Effect in respect of Parent be the sole and exclusive remedy available to the non-breaching party or Merger Sub, that individually, non-delaying party and their respective Affiliates against the breaching party or together with any other Effect since the date of delaying party and their respective Affiliates under this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing limitations set forth in this Section 9.2(a13.2(d)(iii) shall not apply to the liabilities arising from any Fraud Claim against the breaching party or Section 9.2(b) from being satisfiedthe delaying party.

Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: , (iA) at any time prior to the Closing Date if Date, if: (xi) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Groupprovided, however, that individuallyParent is not then in material breach of any of its representations, warranties, covenants or together with any other Effect since the date of agreements contained in this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; Agreement or (iiiB) at any time after the DLQ Parent Company Shareholder Approval Deadline if DLQ Parent the Company has not previously received the DLQ Parent Stockholder Approval; Company Shareholder Approval (provided, howeverthat upon the Company receiving the Company Shareholder Approval, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (B)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfiedAgreement.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; ‎10.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 13.2(a)(ii) at any time (A) prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; Stockholder Written Consent Deadline or (iiiB) at any time after the DLQ Parent Approval Deadline if DLQ Parent such evidence has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as been delivered to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedParent). (b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) ‎10.3 impossible; and (yii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations any Parent or Merger Sub Party may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a10.2(a) or 9.2(b10.2(b) impossible; incapable of being satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided that, upon the Company’s receipt of the Company Stockholder Approval; provided, however, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (ii)). (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) or Section 9.3(b10.3(b) impossible; incapable of being satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; 10.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 13.2(a)(ii) at any time (A) prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; Stockholder Written Consent Deadline or (iiiB) at any time after the DLQ Parent Approval Deadline if DLQ Parent such evidence has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as been delivered to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedParent). (b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) 10.3 impossible; and (yii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; 9.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained and not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 12.2(a)(ii) at any time (A) prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; Stockholder Written Consent Deadline or (iiiB) at any time after the DLQ Parent Approval Deadline if DLQ Parent such evidence has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as been delivered to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedParent). (b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) 9.3 impossible; and (yii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuingor is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the DLQ Parent Approval Company Shareholder Written Consent Deadline if DLQ Parent the Company has not previously received the DLQ Parent Stockholder Approval; Company Shareholder Approval (provided, howeverthat upon the Company receiving the Company Shareholder Approval, that Parent shall no Parent Party is then in breach of longer have any right to terminate this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfiedunder this clause (iii)). (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger SubParent, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.

Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company or DLQ Parent Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) or 9.2(b) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by the Company or DLQ Parent, as the case may be, Group of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior . For avoidance of doubt and notwithstanding anything herein to the Closing Date if there contrary, any breach of Sections 8.5, 8.6, 8.7 and 9.7 shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date constitute a material breach of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, at if any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or Section 9.3(b) impossible; Date and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent or Merger Sub such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach; or . (c) In the event that this Agreement is terminated pursuant to Section 13.2 hereof , the breaching party shall be obligated to pay the non-breaching party a break-up fee of US$2,000,000 (the “Break-up Fee”), promptly after termination of this Agreement by the non-breaching party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) there the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-up Fee shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since be the date of this Agreement, has had or would reasonably be expected sole and exclusive aggregate remedy available to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable all the non-breaching parties and continuingtheir Affiliates against the breaching party and its Affiliates hereunder; provided, however, that neither the Company nor DLQ Parent is then in breach of this Agreement so as to prevent the conditions to Closing limitations set forth in this Section 9.2(a13.2(c)(iii) shall not apply to the liabilities arising from any Fraud Claim against the breaching party. For the avoidance of doubt, in the event of the force majeure such as the SEC holds the clearance of the Registration Statement for more than six months from the filing of such Registration Statement or Section 9.2(bthe SEC’s proposed rules amendment on Special Purpose Acquisition Companies dated March 30, 2022 (Release No., 33-11048; IC-34549) from being satisfiedbecomes effective, this clause shall not apply.

Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b) or 9.2(bSection 9.2(c) impossible; impossible and (y) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of after the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Stockholder Written Consent Deadline if the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); (iii) the SEC determines that Parent is precluded from closing the transactions contemplated pursuant to this Agreement under the terms of the Prospectus and such determination cannot be cured within forty-five (45) days by Parent and/or the Company using best commercial efforts; or (iv) if the Company fails to cooperate with Parent to address and resolve any SEC comments to Parent’s filings with the SEC that relate exclusively to the Company or matters for which the Company is exclusively responsible and thereafter any such comment is not resolved by Parent and/or the Company to the satisfaction of the SEC within sixty (60) days of the receipt of such comment; provided, however, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(b9.3(c) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuingbreach ; provided, however, however that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(b9.2(c) from being satisfied.