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

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties set forth in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (ii), where any failure of such representations and warranties to be so true and correct, has not had and would not reasonably be expected to have, individually and in the aggregate, a SPAC Material Adverse Effect. (b) SPAC shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) Available Cash shall equal or exceed $125,000,000.00. (f) The Company shall have received from the ITA the Price Adjustment Right Tax Ruling.

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date)date); (ii) the representation and warranty set forth in Section 5.7 shall be true and correct at and as of the Closing as though made at and as of the Closing; and (iiiii) all other representations and warranties set forth in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (iiiii), where any failure of such representations and warranties to be so true and correct, has not had and would not reasonably be expected to have, individually and or in the aggregate, a SPAC Material Adverse Effect. (b) SPAC shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) (the “SPAC Closing Certificate”). (e) Available Cash shall equal or exceed $125,000,000.00250,000,000.00. (f) The Company SPAC shall have received from at least $5,000,001.00 of net tangible assets following the ITA SPAC Stockholder Redemption. (g) SPAC shall have delivered, or shall have caused to be delivered, to the Price Adjustment Right Tax RulingCompany those items to be delivered to the Company on or prior to the Closing set forth in Section 2.4(a)(i) and (vi).

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of each of the Company and Merger Sub to consummate consummate, or cause to be consummated, and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, to the extent permitted by Applicable Law, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” or “SPAC Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of SPAC set forth in Article V ARTICLE IV (other than the representations and warranties set forth in Section 4.8(a)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in where the case of this clause (ii), where any failure of such representations and warranties of SPAC to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have, individually and in the aggregate, have a SPAC Material Adverse Effect; and (iii) the representation and warranty set forth in Section 4.8(a) shall be true and correct as of the date of this Agreement. (b) SPAC shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since No change, event, state of facts, development or occurrence shall have occurred since the date of this Agreement, there shall not that, individually or in the aggregate with all other changes, events, state of facts, developments or occurrences, has had or would reasonably be expected to have occurred any a SPAC Material Adverse Effect that exists as of the Closingis continuing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative executive officer of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a7.2(a), Section 8.2(b7.2(b) and Section 8.2(c)7.2(c) to the Company. (e) Available Cash The funds contained in the Trust Account (after giving effect to the SPAC Stockholder Redemptions and payment of the SPAC Transaction Costs), together with (i) the aggregate amount of proceeds from the PIPE Investment and (ii) the cash on SPAC’s balance sheet, shall equal or exceed Two Hundred Million Dollars ($125,000,000.00200,000,000). (f) The Company shall have received from the ITA the Price Adjustment Right Tax Ruling.

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (to the extent permitted by applicable Legal Requirements), in writing, exclusively by the Company: (a) (i) The Fundamental Representations of SPAC shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) at and as of the Closing as though made at and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties set forth in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) at and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (ii), where any failure of such representations and warranties to be so true and correct, has not had and would not reasonably be expected to have, individually and or in the aggregate, a SPAC Material Adverse Effect. (b) SPAC shall have performed or complied with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the ClosingEffect. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative executive officer of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) Available Cash shall equal or exceed $125,000,000.00200,000,000. (f) The Company shall have received from the ITA the Price Adjustment Right Tax Ruling.

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate consummate, or cause to be consummated, and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC ION shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” or “SPAC ION Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of ION set forth in Article V IV (other than the representations and warranties set forth in Section 4.08(a)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC ION Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in where the case of this clause (ii), where any failure of such representations and warranties of ION to be so true and correct, individually or in the aggregate, has not had and would is not reasonably be expected likely to have, individually and in the aggregate, have a SPAC ION Material Adverse Effect. ; and (biii) SPAC the representations and warranties set forth in Section 4.08(a) shall have performed or complied with all agreements, obligations be true and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since correct as of the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) Available Cash shall equal or exceed $125,000,000.00. (f) The Company shall have received from the ITA the Price Adjustment Right Tax Ruling.

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate consummate, or cause to be consummated, and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, exclusively by the Company: (a) (i) The Fundamental Representations of SPAC GF shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” or “SPAC GF Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of GF set forth in Article V IV (other than the representations and warranties set forth in Section 4.08(c)(iii)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC GF Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in where the case of this clause (ii), where any failure of such representations and warranties of GF to be so true and correct, individually or in the aggregate, has not had and would is not reasonably be expected likely to have, individually and in the aggregate, have a SPAC GF Material Adverse Effect; and (iii) the representations and warranties set forth in Section 4.08(c)(iii) shall be true and correct as of the date of this Agreement. (b) SPAC GF shall have performed or complied with all agreements, obligations agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the Closing. (d) SPAC GF shall have delivered to the Company a certificate, signed by an authorized representative officer of SPAC GF and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b7.02(a) and Section 8.2(c7.02(b) to the Company. (d) The Available Cash shall be at least Thirty Million Dollars ($30,000,000). (e) Available Cash shall equal or exceed $125,000,000.00. (f) The Company GF shall have received from delivered, or shall have caused to be delivered, to the ITA Company those items to be delivered to the Price Adjustment Right Tax RulingCompany on or prior to the Closing set forth in Section 1.03(a).

Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate consummate, or cause to be consummated, and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, exclusively by the Company: (i) The Fundamental Representations of SPAC shall be true and correct in all material respects (without giving effect to any limitation as to “materiality,” or “SPAC Material Adverse Effect” or any similar limitation contained thereincontain herein) at on and as of the date of this Agreement and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct in all material respects as of such earlier date); and (ii) all other representations and warranties of SPAC set forth in Article V IV (other than the representations and warranties set forth in Section 4.08(a)) hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) at on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in where the case of this clause (ii), where any failure of such representations and warranties of SPAC to be so true and correct, individually or in the aggregate, has not had and would is not reasonably be expected likely to have, individually and in the aggregate, have a SPAC Material Adverse Effect. ; and (biii) SPAC the representations and warranties set forth in Section 4.08(a) shall have performed or complied with all agreements, obligations be true and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, in each case in all material respects. (c) Since correct as of the date of this Agreement, there shall not have occurred any SPAC Material Adverse Effect that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) Available Cash shall equal or exceed $125,000,000.00. (f) The Company shall have received from the ITA the Price Adjustment Right Tax Ruling.