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

Additional Conditions to Obligations of the Company. (a) Each of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser Material Adverse Effect. (b) Purchaser and Merger Sub shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicable. (c) The Company shall have received from Purchaser and Merger Sub each delivery required pursuant to Section 3.9.

Additional Conditions to Obligations of the Company. The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (a) Each of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other The representations and warranties of Purchaser the Buyer and Merger Sub set forth NewCo contained in Article VI (disregarding all qualifications as to materiality set forth therein) III of this Agreement shall be true and correct in all material respects as of the date of this Agreement and and, except as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of otherwise expressly contemplated by this Agreement or any other specific dateAgreement, in which case such representation or warranty shall be true and correct as of the time immediately prior to the Closing as though made on and as of such date)time; provided, excepthowever, in any case, where such representations and warranties shall be deemed to be so true and correct as of the time immediately prior to the Closing unless the failure or failures of all such representations and warranties to be so true and correct, either individually or in the aggregate, has not had, and would not reasonably be expected without giving effect to result in, a Purchaser any qualification as to materiality or Material Adverse EffectEffect set forth in such representations or warranties, create a Material Adverse Effect with respect to the Buyer. (b) Purchaser Each of the Buyer and Merger Sub NewCo shall have performed or complied with in all material respects all of their respective obligations and shall have complied in all material respects with all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to before the Effective Time or the Closing, as applicableClosing Date. (c) The Company shall have received from Purchaser a certificate signed by duly authorized officers of the Buyer and Merger Sub each delivery required pursuant to Section 3.9NewCo, dated as of the Closing Date, certifying that the conditions set forth in Sections 7.02(a) and (b) have been satisfied. (d) Company shall have received an opinion of the Buyer's counsel, dated as of the Closing Date, substantially in the form of Exhibit 7.02(d) attached hereto.

Additional Conditions to Obligations of the Company. The obligations of the Company 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct in all respects 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 true and correct as of such earlier date), exceptexcept for any de minimis inaccuracies; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.2 and Section 1.3(a), duly executed by Xxxxxx and Merger Sub, as applicable. (ce) The Company Parent shall have received from Purchaser made appropriate arrangements to have the Trust Account, less amounts paid and Merger Sub each delivery required to be paid pursuant to Section 3.97.12, available to Parent for payment of the Company Transaction Costs and the Parent Transaction Costs at the Closing. (f) The shares of Parent Class A Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq. (g) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing. (h) The funds (i) contained in the Trust Account, plus (ii) the Equity Financing Amount to be received substantially concurrently with the Closing, minus (iii) payment of the aggregate amount of cash proceeds required to satisfy any exercise of the Parent Stockholder Redemptions (for the avoidance of doubt, in the case of the foregoing clauses, prior to giving effect to the payment of any Parent Transaction Costs and any Company Transaction Costs), shall equal or exceed the Company’s Required Funds.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Acquisition Closing are subject to the satisfaction of all of the following additional conditions, any one or more of which may be waived in writing by the Company: (a) SPAC and the Acquisition Entities shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) Each of the Purchaser Fundamental Representations representations and warranties of SPAC contained in Article VI shall be true and correct (without giving any effect to any limitation as of the Closing Date as though made on the Closing Date (except to the extent “materiality” or “material adverse effect” or any such Purchaser Fundamental Representation speaks similar limitation set forth therein) as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though then made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific representations and warranties expressly relate to an earlier date, and in which case such representation or warranty case, shall be true and correct on and as of such earlier date), except, in any case, except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser Material Adverse Effectmaterial adverse effect on the ability of the SPAC to consummate the transactions contemplated hereby. (bc) Purchaser SPAC and Merger Sub the Acquisition Entities shall have performed or complied with in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants and agreements set forth in under this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement such party on or prior to the Effective Time or the Closing, as applicable.Closing Date (cd) The Company shall have received from Purchaser a certificate signed by an authorized officer of SPAC to the effect set forth in clauses (a) and Merger Sub (b) of this Section 11.3. (e) SPAC shall have executed and delivered to the Company each delivery required pursuant Additional Agreement to Section 3.9which it is a party.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Company, New PubCo 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 correct, in all but de minimis respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such Purchaser Fundamental Representation representation and warranty expressly speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be so true and correct as of such earlier date); and (ii) all other representations and warranties set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitations contained herein) on 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, except in any casethe case of this clause (ii), where the failure any failures of such representations and warranties to be so true and correct, individually or and in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser and Merger Sub SPAC shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the Effective Time or Closing in all material respects pursuant to the Closing, as applicableterms hereof. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Merger Sub dated as of the Closing, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) The SPAC Cash shall equal or exceed the Minimum Cash Amount. (f) SPAC shall have delivered to the Company a copy of the Registration Rights Agreement duly executed by the SPAC Sponsor. (g) SPAC shall have delivered to the Company a copy of the Lock-up Agreement duly executed by the SPAC Sponsor. (h) SPAC shall have delivered to the Company counterparts of each delivery required pursuant other Transaction Agreement contemplated to Section 3.9be executed at the Closing duly executed by SPAC.

Additional Conditions to Obligations of the Company. The obligations of the Company to effect the Merger and otherwise consummate the Contemplated Transactions is subject to the satisfaction (or waiver by Company), at or prior to the Closing, of each of the following conditions: (a) Each The representations and warranties of Parent: (i) contained in this Agreement, other than the Purchaser Fundamental Representations Designated Representations, shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or any other warranty made as of a specific earlier date, which shall have been accurate in which case such Purchaser Fundamental Representation shall be true and correct all respects as of such earlier date), other than de minimis inaccuracies. Each of except to the other extent that any inaccuracies in such representations and warranties of Purchaser (at any such time) do not have, and Merger Sub set forth would not reasonably be expected to have, a Material Adverse Effect on Parent; (ii) contained in Article VI (disregarding all qualifications as to materiality set forth therein) Section 3.9 and 3.11, shall be true and correct have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as though if made on and as of the Closing Date (except to the extent other than any such representation or warranty speaks made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); (iii) contained in Sections 3.2(a), 3.2(b) and 3.2(d) shall be accurate as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis will be disregarded; and (iv) contained in clause “(a)” of Section 3.4 shall have been accurate in all respects of the date of this Agreement or any other specific dateAgreement; provided, however, that (x) in which the case such representation or warranty shall be true of each of clauses “(i)” and correct as “(ii)”, for purposes of such date), except, in any case, where determining the failure accuracy of such representations and warranties to be so true and correctas of the foregoing dates, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties (other than dollar thresholds) shall be disregarded, and (y) in the case of each of clauses “(i)”, “(ii)” and “(iii)”, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the execution and delivery of this Agreement shall be disregarded. (b) Purchaser The covenants and obligations in this Agreement that Parent and Merger Sub shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent are required to be performed comply with or complied with by Purchaser and Merger Sub under this Agreement on to perform at or prior to the Effective Time or the Closing, as applicableClosing shall have been complied with and performed in all material respects. (c) The Company shall have received from Purchaser a certificate executed on behalf of Parent by an executive officer of Parent confirming that the conditions set forth in Sections 6.3(a) and Merger Sub each delivery required pursuant to Section 3.96.3(b) have been duly satisfied. (d) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Parent that is continuing.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing, as applicable, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) SPAC shall be true and correct in all material respects 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of SPAC contained in Section 4.07(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date; and all other representations and warranties set forth in Article IV 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) 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 true and correct as of such earlier date), except, in except where any case, where the failure failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, had and would not reasonably be expected to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser and Merger Sub SPAC shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the Effective Time or the ClosingClosing Date, as applicablein each case in all material respects. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement. (d) At the Effective Time (after giving effect to the Closing and following the SPAC Shareholder Redemption), SPAC shall (1) not be a “xxxxx stock” or “blank check company” according to relevant Legal Requirements, and (2) be compliant with the Nasdaq Global Market listing requirements. (e) SPAC shall have met the SPAC Minimum Net Cash Requirement, subject to a deficiency of up to $150,000, as set forth in Section 6.23. (f) SPAC shall have delivered to the Company a list, certified by SPAC’s CFO, of each of its liabilities that does not appear (or that is greater than) those liabilities provided for in, or otherwise disclosed or reflected in the most recent balance sheet included in the SPAC Financial Statements, accounting, among other things, for (if not so accounted for in the SPAC Financial Statements) (a) the payment of any remaining Fee or expenses pursuant to the Marketing Agreement; (b) the final amount of the A&R Sponsor Promissory Note, after injecting any additional amounts needed to meet the SPAC Minimum Net Cash Requirement (subject to any shortfall of up to $150,000 therefrom) and subject to the Promissory Note Cap; and (c) all expenses incurred or owed in relation to the Transactions contemplated by this Agreement, including all fees for legal, accounting, audit, printing and other professional services in connection therewith, provided, however that the total of such liabilities, excluding (a) above, and assuming a Closing by no later than the Outside Date, shall not exceed an aggregate amount of $1,000,000. (g) SPAC shall have confirmed the New Employment Agreements with each of the senior employees of the Company who had entered into such agreements. (h) 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 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d). (i) The Sponsor Share Surrender shall have been completed. (j) SPAC and SPAC Sponsor shall have executed, and SPAC shall have delivered to SPAC Sponsor, in replacement of all existing promissory notes issued by SPAC to Sponsor, the A&R Sponsor Promissory Note. (k) SPAC Board shall adopted the New Incentive Plan and created the New Incentive Plan Pool. (l) SPAC and Merger Sub each delivery required pursuant shall have delivered or shall stand ready to Section 3.9deliver all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including the following: (m) the Amended Registration Rights and Lock-Up Agreement shall have been duly executed by SPAC and the SPAC Sponsor.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction of all of the following additional conditions, any one or more of which may be waived in writing by the Company: (a) Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) Each of the Purchaser Fundamental Representations representations and warranties of Parent Parties contained in Article V shall be true and correct (without giving any effect to any limitation as of the Closing Date as though made on the Closing Date (except to the extent “materiality” or “material adverse effect” or any such Purchaser Fundamental Representation speaks similar limitation set forth therein) as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though then made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific representations and warranties expressly relate to an earlier date, and in which case such representation or warranty case, shall be true and correct on and as of such earlier date), except, in any case, except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser Material Adverse Effect. (b) Purchaser and Merger Sub shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII adverse effect on the ability of the Parent to consummate the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicabletransactions contemplated hereby. (c) The Company shall have received from Purchaser a certificate signed by an authorized officer of Parent Parties to the effect set forth in clauses (a) and Merger Sub (b) of this Section 9.3. (d) Parent Parties shall have executed and delivered to the Company each delivery required pursuant Additional Agreement to Section 3.9which it is a party.

Additional Conditions to Obligations of the Company. The obligation of the Company to effect the Merger shall be subject to the satisfaction by Gene Logic and Merger Sub at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or part, to the extent permitted by applicable law: (a) Each of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other The representations and warranties of Purchaser Gene Logic and Merger Sub set forth herein (including all statements and information contained in Article VI (disregarding all qualifications as the Schedules referred to materiality set forth thereinherein) shall be true correct and correct complete in all material respects as of the date of this Agreement if made at and as of the Closing Date Date, except as though to representations and warranties qualified as to materiality, which shall be correct and complete as if such representations and warranties were made on the Closing Date (except to the extent any such representation or warranty speaks at and as of the date Closing Date, and except that (i) those representations and warranties that, by their terms, address matters only as of this Agreement or any other a specific date, in which case such representation and warranties shall remain correct and complete in all material respects as of such date, except that, as to representations and warranties qualified as to materiality, which shall be correct and complete as of such date and (ii) any representation or warranty shall be true that was complete and correct as of the date of this Agreement may be supplemented by the delivery, by Gene Logic to the Company, no later than five business days prior to the Closing Date, of a supplemental schedule with respect thereto (other than to correct any statements as of the date of signing with respect to which such datestatements shall be complete and correct in accordance with this paragraph (a)), exceptprovided however, in that any case, where the failure of such representations and warranties supplemental information shall be permitted only with respect to be so true and correct, individually or matters that (A) are in the aggregateordinary course of Gene Logic’s business, has not hadas historically and currently conducted, and would not reasonably be expected to result inare consistent with past practice, a Purchaser Material Adverse Effector (B) are immaterial in significance and amount. (b) Purchaser and No action, suit or proceeding shall be pending or threatened against Gene Logic or the Merger Sub shall have performed before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling or complied with in all material respects all covenants and agreements set forth in charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, including Section 7.2 and Articles II(ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, III, IV and VIII or (iii) affect adversely the right of the Stockholders to acquire capital stock of Gene Logic pursuant to the extent required to terms hereof (and no such injunction, judgment, order, decree, ruling or charge shall be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicablein effect). (c) The At the Closing, Gene Logic shall deliver to the Company shall the following: (i) A certificate of the Secretary of Gene Logic dated as of the Closing Date certifying (A) that correct and complete copies of Gene Logic’s certificate of incorporation, as amended and Bylaws, as amended (collectively, the “Gene Logic Charter Documents”), in each case as in effect on the date hereof, are attached thereto as Exhibit A, and that there have received been no changes to the Gene Logic Charter Documents since the date hereof, (B) as to the incumbency and genuineness of the signatures of each officer of Gene Logic executing this Agreement, and (C) that correct and complete copies of the resolutions of the Board of Directors of Gene Logic authorizing the execution, delivery and performance of this Agreement and the approval of the Merger and the consummation of the transactions contemplated hereby are attached thereto. (ii) A Good Standing Certificate of Gene Logic from Purchaser the Secretary of State of the State of Delaware and Merger Sub from each delivery foreign jurisdiction where Gene Logic is qualified to do business, in each case dated within five business days of the Closing Date. (iii) A certificate of the President of Gene Logic dated as of the Closing Date to the effect that: (A) the condition set forth in Section 7.3(a) is true and correct; (B) Gene Logic has performed and complied in all material respects with all of its covenants and agreements (considered individually and collectively) required pursuant to Section 3.9.be complied with hereunder on or before the Closing; and

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each the representations of the other representations and warranties of Purchaser and Merger Sub set forth Parent in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained therein) 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 true and correct as of such earlier date), exceptexcept for any de minimis failure of such representations and warranties of Parent to be so true and correct; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained therein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, First Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time or Closing Date, in each case, in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent 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(d). (d) No Parent Material Adverse Effect shall have occurred since the date of this Agreement. (e) Unless such person is nominated as a director by Sponsor pursuant to the terms of the Stockholders Agreement, the persons listed on Schedule 8.2(e) of the Company Disclosure Letter shall have resigned from all of their positions and offices with Parent, First Merger Sub and Second Merger Sub, in each case, to be effective as of the Closing. (f) Parent shall have delivered or shall stand ready to deliver all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.2(a), duly executed by Parent, First Merger Sub, Second Merger Sub, the Escrow Agent, Crescent, each FPA Transferee and the Sponsor, as applicable. (cg) The Company Parent Charter shall be amended and restated substantially in the form of the Parent A&R Charter and the Parent Bylaws shall be amended and restated substantially in the form of the Parent A&R Bylaws, in each case, to be effective as of the Closing. (h) All conditions to the funding of the Forward Purchase Investment Amount and the Incremental Forward Purchase Investment Amount, if any, shall have received from Purchaser been satisfied, and Merger Sub each delivery required the Forward Purchase Investment Amount shall have been delivered by the Crescent to Parent at least one (1) Business Day prior to the Closing Date in accordance with the Forward Purchase Agreement, such that the funding of the Aggregate Forward Purchase Investment Amount will be consummated immediately prior to the Closing in accordance with the terms of the Forward Purchase Agreement. (i) Parent shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.97.11, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Company to consummate and effect the Mergers 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 shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific dateSPAC, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)New Starship, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser Merger Sub 1 and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) 2 shall be true and correct in all material but de minimis respects (without giving effect to any limitation as of the date of this Agreement to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be so true and correct as of such earlier date); and (ii) all other representations and warranties set forth in Article ‎V 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) on 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, except in any casethe case of this clause ‎(ii), where the failure any failures of such representations and warranties to be so true and correct, individually or and in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser SPAC, New Starship, Merger Sub 1 and Merger Sub 2 shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the Effective Time or the ClosingClosing Date, as applicablein each case in all material respects. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Merger Sub each delivery required 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) The certificate of incorporation of New Starship shall be amended and restated in the form of the New Starship A&R Charter, and the bylaws of New Starship shall be amended and restated in the form of the New Starship A&R Bylaws. (f) SPAC shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.9‎7.11, available to SPAC for payment of the Company Stockholder Cash Consideration at the Closing and the other payments to be made by any SPAC Party under this Agreement at Closing, including Section 3.7. (g) SPAC shall have delivered or shall stand ready to deliver, the A&R Registration Rights Agreement, duly executed by New Starship.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific dateCompany, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)HoldCo, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser New PubCo and Merger Sub set forth to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of each of the following conditions, any of which may be waived, in Article VI writing, exclusively by the Company: (disregarding all qualifications as to materiality set forth thereini) The Fundamental Representations of SPAC shall be true and correct in all material but de minimis respects (without giving effect to any limitation as of the date of this Agreement to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be so true and correct as of such earlier date); and (ii) all other representations and warranties set forth in Article V 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) on 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, except in any casethe case of this clause (ii), where the failure any failures of such representations and warranties to be so true and correct, individually or and in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser and Merger Sub SPAC shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the Second Effective Time or the Closing, as applicablein all material respects. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Merger Sub each delivery required pursuant dated as of the First Effective Time, certifying as to the matters set forth in Section 3.98.2(a), Section 8.2(b) and Section 8.2(c). (e) The SPAC Cash shall equal or exceed the Minimum Cash Amount. (f) Each of the SPAC Sponsor, Xxxxxx Xxxxxxxxxx & Co., and J.V.B. Financial Group, LLC shall have duly executed and delivered to the Company the Registration Rights Agreement and Lock-up Agreement.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Acquisition Closing are subject to the satisfaction of all of the following additional conditions, any one or more of which may be waived in writing by the Company: (a) SPAC and the Acquisition Entities shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) Each of the Purchaser Fundamental Representations representations and warranties of SPAC contained in Article VI shall be true and correct (without giving any effect to any limitation as of the Closing Date as though made on the Closing Date (except to the extent “materiality” or “material adverse effect” or any such Purchaser Fundamental Representation speaks similar limitation set forth therein) as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though then made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific representations and warranties expressly relate to an earlier date, and in which case such representation or warranty case, shall be true and correct on and as of such earlier date), except, in any case, except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser Material Adverse Effectmaterial adverse effect on the ability of the SPAC to consummate the transactions contemplated hereby. (bc) Purchaser SPAC and Merger Sub the Acquisition Entities shall have performed or complied with in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants and agreements set forth in under this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement such party on or prior to the Effective Time or the Closing, as applicableClosing Date. (cd) The Company shall have received from Purchaser a certificate signed by an authorized officer of SPAC to the effect set forth in clauses (a) and Merger Sub (b) of this Section 11.3. (e) SPAC shall have executed and delivered to the Company each delivery required pursuant Additional Agreement to Section 3.9which it is a party.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific dateCompany, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser New PubCo and Merger Sub set forth to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of each of the following conditions, any of which may be waived, in Article VI writing, exclusively by the Company: (disregarding all qualifications as to materiality set forth thereini) The Fundamental Representations of SPAC shall be true and correct in all material but de minimis respects (without giving effect to any limitation as of the date of this Agreement to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be so true and correct as of such earlier date); and (ii) all other representations and warranties set forth in Article V 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) on 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, except in any casethe case of this clause (ii), where the failure any failures of such representations and warranties to be so true and correct, individually or and in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser and Merger Sub SPAC shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the Second Effective Time or the Closing, as applicablein all material respects. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Merger Sub each delivery required dated as of the First Effective Time, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) SPAC Cash shall equal or exceed the Minimum Cash Amount. (f) SPAC shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.97.11, available to SPAC for the payments to be made by SPAC under this Agreement at Closing.

Additional Conditions to Obligations of the Company. The obligations of the Company (and after the Reorganization, Newco) to consummate and effect the Mergers 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 (or after the Reorganization, Newco): (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Parent shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 true and correct as of such earlier date), except, in any case, except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, First Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time or the ClosingClosing Date, as applicablein each case in all material respects. (c) The Company Parent shall have received delivered to the Company (or after the Reorganization, Newco) a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing. (e) The individuals listed on Schedule 8.2(e) of the Company Disclosure Letter shall have resigned from Purchaser all of their positions and offices with Parent, First Merger Sub each delivery required and Second Merger Sub. (f) Parent shall have delivered or shall stand ready to deliver all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 3.91.3(a), duly executed by Parent, First Merger Sub and Second Merger Sub, as applicable and there shall have been no material amendment, material modification or termination of the Sponsor Agreement except as permitted pursuant to Section 7.24. (g) Parent shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 7.14, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing. (h) The amount of Parent Cash, minus (x) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions, if any, minus (y) the amount of the Parent Transaction Costs, to the extent not paid prior to the Closing, shall equal or exceed the Parent Minimum Cash.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Transactions are subject to the fulfillment of each of the following conditions (any or all of which may be waived in writing by the Company in whole or in part in its sole discretion): (a) Each (i) each of the Purchaser Parent Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though made on (or, in the Closing Date (except to the extent any such representation or warranty speaks case of representations and warranties that address matters only as of the date of this Agreement or any other specific a particular date, in which case such representation or warranty shall be true and correct as of such date), exceptand (ii) each of the other representations and warranties of Parent, R1 and Merger Sub contained in Article V shall be true and correct (without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein) as of the date hereof and as of the Closing Date (or, in any casethe case of representations and warranties that address matters only as of a particular date, as of such date), except where the failure of such representations and or warranties to be so true and correct, individually or in the aggregate, correct has not had, and would not reasonably be expected to result inhave, a Purchaser Parent Material Adverse Effect.; (b) Purchaser Parent, R1 and Merger Sub shall have performed or complied with in all material respects all with each of the agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser Parent, R1 and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicable.Closing Date; (c) The the Company shall have received from Purchaser a duly authorized certificate of an executive officer of Parent dated as of the Closing Date that the conditions set forth in subsections (a) and Merger Sub each delivery required pursuant to (b) of this Section 3.97.03 have been satisfied; (d) R1 Stockholder Approval shall have been obtained; (e) Parent and the Paying Agent shall have entered into the Paying Agent Agreement; and (f) Parent and the Escrow Agent shall have entered into the Escrow Agreement.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (a) Each of the Purchaser (i) The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific dateSPAC, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)New PubCo, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and First Merger Sub, Second Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) and Third Merger Sub shall be true and correct in all material but de minimis respects (without giving effect to any limitation as of the date of this Agreement to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be so true and correct as of such earlier date); and (ii) all other representations and warranties set forth in Article V 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) on 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, except in any casethe case of this clause (ii), where the failure any failures of such representations and warranties to be so true and correct, individually or and in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser SPAC Material Adverse Effect. (b) Purchaser SPAC, New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement it on or prior to the First Effective Time or the Closing, as applicablein all material respects. (c) The Company No SPAC Material Adverse Effect shall have received from Purchaser occurred since the date of this Agreement that exists as of the Closing. (d) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Merger Sub each delivery required dated as of the First Effective Time, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c). (e) The memorandum and articles of association of New PubCo shall be amended and restated in the form of the New PubCo A&R Charter. (f) SPAC shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.97.11, available to SPAC, including for the payments to be made by any SPAC Party under this Agreement at Closing. (g) SPAC shall have delivered or shall stand ready to deliver, the A&R Registration Rights Agreement, duly executed by New PubCo. (h) SPAC Cash shall equal or exceed the Minimum Cash Amount.

Additional Conditions to Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by the Company, in whole or in part, to the extent permitted by applicable Law: (a) Each Representations and Warranties of Parent and Merger Sub. (i) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 5.1 (Organization, Standing and Power), Section 5.2(a) (Capital Structure), the second sentence, fifth sentence and seventh sentence of Section 5.2(b) (Capital Structure), Section 5.3(a) (Authority), and Section 5.6(a) (Absence of Certain Changes or Events) shall have been true and correct as of the Purchaser Fundamental Representations date of this Agreement and shall be true and correct as of the Closing Date Date, as though made on and as of the Closing Date (except, with respect to Section 5.2(a) and the second sentence, fifth sentence and seventh sentence of Section 5.2(b) for any De Minimis Inaccuracies) (except to the extent any such Purchaser Fundamental Representation speaks that representations and warranties that speak as of the a specified date or period of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation time shall be have been true and correct only as of such datedate or period of time), other than de minimis inaccuracies. Each of the (ii) all other representations and warranties of Purchaser and Merger Sub Parent set forth in Article VI Section 5.2(b) (disregarding all qualifications as to materiality set forth thereinCapital Structure) (except for the third sentence of Section 5.2(b)) shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date as though made on the Closing Date (except to the extent any that representations and warranties that speak as of a specified date or period of time shall have been true and correct in all material respects only as of such representation date or warranty speaks period of time), and (iii) all other representations and warranties of Parent and Merger Sub set forth in Article V shall have been true and correct as of the date of this Agreement or any other specific date, in which case such representation or warranty and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such datedate or period of time), except, in any case, except where the failure of such representations and warranties to be so true and correctcorrect (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Parent Material Adverse Effect”) that would not reasonably be expected to have, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Purchaser Parent Material Adverse Effect. (b) Purchaser Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub each shall have performed performed, or complied with with, in all material respects all agreements and covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required to be performed or complied with by Purchaser and Merger Sub them under this Agreement on at or prior to the Effective Time or the Closing, as applicableTime. (c) The Company shall have received from Purchaser and Merger Sub each delivery required pursuant to Section 3.9.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) Each The SPAC shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the Purchaser Fundamental Representations shall representations and warranties of the SPAC contained in Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as though made on of a specific date prior to the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific dateDate, in which case such Purchaser Fundamental Representation shall representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or would not in the aggregate, has not had, and would not aggregate reasonably be expected to result in, have a Purchaser Material Adverse Effect. (bc) Purchaser and Merger Sub There shall have performed been no event, change or complied occurrence which individually or together with in all material respects all covenants and agreements set forth in this Agreementany other event, including Section 7.2 and Articles IIchange or occurrence, IIIcould reasonably be expected to have a Material Adverse Effect on the SPAC, IV and VIII to the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicableregardless of whether it involved a known risk. (cd) The Company shall have received a certificate signed by an authorized officer of the SPAC to the effect set forth in clauses (a) through (c) of this Section 10.3. (e) The Company shall have a gross amount of no less than $10,000,000 in cash and cash equivalents available to it immediately after the Closing, including the proceeds from Purchaser the Trust Fund (prior to the payment of Transaction Costs). (f) From the date hereof until the Closing, the SPAC shall have been in material compliance with the reporting requirements under the Securities Act and Merger Sub each delivery required pursuant the Exchange Act applicable to Section 3.9the SPAC. (g) The SPAC shall have remained listed on Nasdaq through the Closing Date. (h) The SPAC’s unpaid debts and liabilities as of immediately prior to the Closing, not including Transaction Costs and the Advisory Fee to RedEight Capital Limited, Axiom Capital Management, Inc., and Earlybird Capital Inc., shall not exceed $500,000. (i) The SPAC shall have delivered a fairness opinion of ClearThink Capital LLC or such other financial advisory firm designated by the SPAC, in form and substance reasonably satisfactory to the Company.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each the representations of the other representations and warranties of Purchaser and Merger Sub set forth Parent in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain therein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained therein) 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 true and correct as of such earlier date), exceptexcept for any de minimis failure of such representations and warranties of Parent to be so true and correct; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained therein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, First Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time or Closing Date, in each case, in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent 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(d). (d) No Parent Material Adverse Effect shall have occurred since the date of this Agreement. (e) Unless such person is nominated as a director by Sponsor pursuant to the terms of the Stockholders Agreement, the persons listed on Schedule 8.2(e) of the Company Disclosure Letter shall have resigned from all of their positions and offices with Parent, First Merger Sub and Second Merger Sub, in each case, to be effective as of the Closing. (f) Parent shall have delivered or shall stand ready to deliver all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.2(a), duly executed by Parent, First Merger Sub, Second Merger Sub, the Escrow Agent, Crescent, each FPA Transferee and the Sponsor, as applicable. (cg) The Company Parent Charter shall be amended and restated substantially in the form of the Parent A&R Charter and the Parent Bylaws shall be amended and restated substantially in the form of the Parent A&R Bylaws, in each case, to be effective as of the Closing. (h) All conditions to the funding of the Forward Purchase Investment Amount and the Incremental Forward Purchase Investment Amount, if any, shall have received from Purchaser been satisfied, and Merger Sub each delivery required the Forward Purchase Investment Amount shall have been delivered by the Crescent to Parent at least one (1) Business Day prior to the Closing Date in accordance with the Forward Purchase Agreement, such that the funding of the Aggregate Forward Purchase Investment Amount will be consummated immediately prior to the Closing in accordance with the terms of the Forward Purchase Agreement. (i) All conditions to the funding of the PIPE Investment Amount shall have been satisfied, and the PIPE Investment Amount shall have been delivered by the PIPE Investors to Parent at least two (2) Business Days prior to the Closing Date in accordance with the Subscription Agreements, such that the funding of the PIPE Investment Amount will be consummated immediately prior to the Closing in accordance with the terms of the Subscription Agreements. (j) Parent shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.97.11, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Fundamental Representations shall be true and correct Company to consummate the Transactions are subject to the fulfillment, as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as Date, of each of the date following conditions (any or all of this Agreement which may be waived in writing by the Company in whole or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each part in its sole discretion): (a) (i) each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Parent Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date as though made on (or, in the Closing Date (except to the extent any such representation or warranty speaks case of representations and warranties that address matters only as of the date of this Agreement or any other specific a particular date, in which case such representation or warranty shall be true and correct as of such date), except(ii) the representations and warranties of Parent contained in Section 5.11 shall be true and correct in all respects as of the date hereof, and (iii) each of the other representations and warranties of Parent and the Merger Subs contained in this Agreement shall be true and correct (without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein) as of the date hereof and as of the Closing Date (or, in any casethe case of representations and warranties that address matters only as of a particular date, as of such date), except where the failure of such representations and or warranties to be so true and correct, individually or in the aggregate, correct has not had, and would not reasonably be expected to result inhave, a Purchaser Parent Material Adverse Effect.; (b) Purchaser Parent and the Merger Sub Subs shall have performed or complied with in all material respects all with each of the agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser Parent and the Merger Sub under this Agreement Subs on or prior to the Effective Time or the Closing, as applicable.Closing Date; (c) The since the date of the Agreement, there shall not have been a Parent Material Adverse Effect; (d) the Company shall have received from Purchaser a duly authorized certificate (under penalty of perjury) of an executive officer of Parent dated as of the Closing Date that the conditions set forth in subsections (a), (b) and Merger Sub each delivery required pursuant (c) of this Section 7.03 have been satisfied; and (e) the Stockholder Approval, signed by at least the Minimum Supporting Holders, shall have been obtained prior to Section 3.9the Closing Date.

Additional Conditions to Obligations of the Company. The obligations of the Company 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct in all respects 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 true and correct as of such earlier date), exceptexcept for any de minimis inaccuracies; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.2 and Section 1.3(a), duly executed by Parent and Merger Sub, as applicable. (ce) The Company Parent shall have received from Purchaser made appropriate arrangements to have the Trust Account, less amounts paid and Merger Sub each delivery required to be paid pursuant to Section 3.97.12, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing. (f) The funds contained in the Trust Account, together with the Equity Financing Amount to be received substantially concurrently with the Closing, shall equal or exceed the Company’s Required Funds, following payment of the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions. (g) The shares of Parent Class A Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq. (h) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing.

Additional Conditions to Obligations of the Company. (a) Each The obligations of the Purchaser Company 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 Parent shall be true and correct in all respects other than de minimis inaccuracies (without giving effect to any limitation as of the Closing Date as though made to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks and as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); and (ii) all other representations and warranties of Parent set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 true and correct as of such earlier date), except, except in any case, the case of this clause (ii) where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser and Merger Sub shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicable. (c) The Company shall have received from Purchaser and Merger Sub each delivery required pursuant to Section 3.9.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s sole and absolute discretion, of all of the following further conditions: (a) Each The SPAC shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the Purchaser Fundamental Representations representations and warranties of the SPAC contained in Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or SPAC Material Adverse Effect, regardless of whether it involved a known risk, shall (i) be true and correct at and as of the date of this Agreement except as provided in the SPAC Disclosure Letter pursuant to Article V, and (ii) be true and correct as of the Closing Date except as though made on provided in the SPAC Disclosure Letter (except with respect to the representation and warranties that speak as of a specific date prior to the Closing Date (except Date, such representations and warranties need only to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such earlier date), in each case of the foregoing sub-clauses (i) and (ii), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or would not in the aggregate, has not had, and would not aggregate reasonably be expected to result in, have a Purchaser SPAC Material Adverse Effect. (bc) Purchaser and Merger Sub No SPAC Material Adverse Effect shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to occurred since the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to Signing Date which is continuing. (d) From the Effective Time or date hereof until the Closing, as applicablethe SPAC shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the SPAC. (ce) SPAC shall remain listed on Nasdaq through the Closing Date. (f) The Company Available Closing Cash Amount shall have received from Purchaser and Merger Sub each delivery required pursuant to Section 3.9not be less than US$35,000,000.

Additional Conditions to Obligations of the Company. The obligation of the Company to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, either of which may be waived, in writing, exclusively by the Company: (a) Each The representations and warranties of the Purchaser Fundamental Representations Buyer and the Transitory Subsidiary set forth in this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent any such Purchaser Fundamental Representation speaks representations and warranties are specifically made as of the date of this Agreement or any other specific a particular date, in which case such Purchaser Fundamental Representation representations and warranties shall be true and correct as of such date), other than de minimis inaccuracies. Each of (ii) for changes contemplated by this Agreement, and (iii) where the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as failure to materiality set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except without regard to the extent any such representation materiality or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such dateBuyer Material Adverse Effect qualifications contained therein), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, had and would not reasonably be expected likely to result in, have a Purchaser Buyer Material Adverse Effect); and the Company shall have received a certificate signed on behalf of the Buyer by the chief executive officer or the chief financial officer of the Buyer to such effect. (b) Purchaser The Buyer and Merger Sub the Transitory Subsidiary shall have performed or complied with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent obligations required to be performed or complied with by Purchaser and Merger Sub them under this Agreement on or prior to the Effective Time Closing Date; and the Company shall have received a certificate signed on behalf of the Buyer by the chief executive officer or the Closing, as applicablechief financial officer of the Buyer to such effect. (c) The Company Since the date of this Agreement, there shall not have received from Purchaser and Merger Sub each delivery required pursuant occurred any change, event, circumstance or development that has had or would reasonably be likely to Section 3.9have a Buyer Material Adverse Effect.

Additional Conditions to Obligations of the Company. The obligations of the Company 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Parent shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); and all other representations and warranties of Parent set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 true and correct as of such earlier date), except, in any case, except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, Merger Sub I and Merger Sub II shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 7.2(a) and Section 7.2(b). (d) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.3(a), duly executed by Parent, Merger Sub I and Merger Sub II, as applicable. (ce) The Company Parent A&R Charter shall have received from Purchaser been filed with the Secretary of State of the State of Delaware and Merger Sub each delivery required become effective, and the Parent A&R Bylaws shall have been adopted and become effective. (f) Parent shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 3.96.11, available to Parent for payment of the Company Transaction Costs and the Parent Transaction Costs at the Closing. (g) The funds contained in the Trust Account, together with the Convertible Financing Amount to be received substantially concurrently with the Closing, shall equal or exceed the Company’s Required Funds, and, when combined with the Company’s own cash balances as of the Closing, shall be sufficient to pay the Closing Cash Consideration (as defined in the C Acquisition Purchase Agreement) to Verizon and Hearst in accordance with the terms of the C Acquisition Purchase Agreement, in each case following (i) payment of the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions, and (ii) payment of all Company Transaction Costs and Parent Transaction Costs. (h) The shares of Parent Class A Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq. (i) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction or, where permissible, waiver, on or prior to the Closing Date, of the following conditions: (a) Each of the Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other i) The representations and warranties of Purchaser and Merger Sub set forth made by Parent in Article VI (disregarding all qualifications as to materiality set forth therein) this Agreement shall be true and correct in all material respects as of the date of this Agreement hereof, and shall be true and correct in all respects as of the Closing Date as though if made on as of the Closing Date (except to the extent any such representation or warranty speaks other than representations and warranties made as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such a specified date), except, in any case, except where the failure of such representations and warranties to be so true and correctcorrect (without giving effect to any materiality qualifications or thresholds contained in such representations and warranties), individually or and in the aggregate, has not had, and would not reasonably be expected to result in, have a Purchaser Material Adverse Effect, (ii) none of Parent, RV or Merger Sub shall have breached or failed to comply in any material respect with any of its obligations under this Agreement to which it is a party, or any of the Ancillary Agreements to which it is a party, provided that Parent, RV and Merger Sub shall have a 15 day period in which to cure breaches that are reasonably likely to be curable, and (iii) Parent shall have delivered to the Company a certificate dated the Closing Date and signed by an authorized officer of Parent to the effect set forth above in this Section 5.3(a). (b) Purchaser and Merger Sub Each Ancillary Agreement shall have performed or complied been executed and delivered by each party thereto other than the Company and shall be in full force and effect, in accordance with in all material respects all covenants and agreements set forth in this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required to be performed or complied with by Purchaser and Merger Sub under this Agreement on or prior to the Effective Time or the Closing, as applicableits terms. (c) Parent shall have delivered a certificate to the Company certifying as to the amount of any reduction, if any, in the purchase price paid by Jamtis under the Netstream Acquisition Agreements, and the shareholders of RV shall have contributed to the capital of RV an aggregate of not less than $70,000,000 plus any additional amount required by Section 4.12, as equity in cash. (d) The RV Class A Common Stock shall have been accepted for listing by a national securities exchange. (e) Parent shall have caused to be duly elected as members of the board of directors of RV (i) the Chief Executive Officer of the Company, (ii) if requested by Promon, one "Disinterested Director" (as defined in the Articles of Incorporation of RV) nominated by Promon, and (iii) two or, if Promon shall not have nominated any Disinterested Director, three Disinterested Directors proposed by Parent and agreed by the Company, and each of such Disinterested Directors shall have agreed to serve in such capacity. (f) The shareholders of RV shall have duly adopted the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of RV in the form attached as Exhibit C, and the board of directors of RV shall have duly adopted (i) a Board Policy in the form of Exhibit B and (ii) if any shares of Series A preferred stock of the Company are outstanding, a Certificate of Designation substantially in the form of Exhibit G. (g) The Company shall have received from Purchaser an opinion of Bakex & XcKexxxx, counsel to the Company, or other counsel of national reputation, dated on or about the date of the mailing to the Company shareholders of the Proxy Statement, which opinion shall be reconfirmed as of the Effective Time, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that RV, Merger Sub and the Company will each delivery required pursuant be a party to that reorganization within the meaning of Section 3.9368(b) of the Code. In rendering such opinion, such counsel may require and rely upon the Representation Letters.

Additional Conditions to Obligations of the Company. The obligations of the Company to effect the Closing (including to effect and consummate the Mergers 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: (a) Each of the Purchaser The Fundamental Representations of Parent shall be true and correct in all material respects on and as of the date hereof and the Closing Date as though made on and as of the date hereof and the Closing Date (except to the extent that any such Purchaser Fundamental Representation representation and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such Purchaser Fundamental Representation shall be true representation and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) warranty shall be true and correct in all material respects as of the date such earlier date), in each case without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein; and all other representations and warranties of this Agreement Parent set forth in Article V hereof shall be true and correct on and as of the date hereof and the Closing Date as though made on and as of the date hereof and the Closing Date (except to the extent that any such representation or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date) (in each case, without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein), except, in any each case, where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, First Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement on them at or prior to the Effective Time or the ClosingClosing Date, as applicablein each case in all material respects. (c) The Company persons listed on Section 8.2(c) of the Parent Disclosure Letter shall have received resigned from Purchaser all of their positions and Merger Sub each delivery offices with Parent. (d) Parent shall have delivered, or caused to be delivered, or shall stand ready to deliver all of the certificates, instruments, Contracts and other documents required to be delivered by it pursuant to Section 3.91.3(a). (e) Parent shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 7.14, available to Parent for payment of the Company Transaction Costs and the Parent Transaction Costs at the Closing. (f) The amount of Parent Cash at the Closing shall equal or exceed the Parent Minimum Cash.

Additional Conditions to Obligations of the Company. The obligations of the Company 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct in all respects 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 true and correct as of such earlier date), exceptexcept for any de minimis inaccuracies; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.2 and Section 1.3(a), duly executed by Parent and Merger Sub, as applicable. (ce) The Company Parent shall have received from Purchaser made appropriate arrangements to have the Trust Account, less amounts paid and Merger Sub each delivery required to be paid pursuant to Section 3.97.12, available to Parent for payment of the Company Transaction Costs and the Parent Transaction Costs at the Closing. (f) The shares of Parent Class A Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq. (g) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing. (h) The funds (i) contained in the Trust Account, plus (ii) the Equity Financing Amount to be received substantially concurrently with the Closing, minus (iii) payment of the aggregate amount of cash proceeds required to satisfy any exercise of the Parent Stockholder Redemptions (for the avoidance of doubt, in the case of the foregoing clauses, prior to giving effect to the payment of any Parent Transaction Costs and any Company Transaction Costs), shall equal or exceed the Company’s Required Funds.

Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date), other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Parent shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 true and correct as of such earlier date), except, in any case, except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent, First Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) No Parent Material Adverse Effect shall have occurred since the date of this Agreement. (e) The persons listed on Schedule 8.2(e) of the Company Disclosure Letter shall have resigned from all of their positions and offices with Parent, First Merger Sub and Second Merger Sub. (f) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.3(a), duly executed by Parent, First Merger Sub and Second Merger Sub, as applicable. (cg) The Company Parent Charter shall be amended and restated in the form of the Parent A&R Charter and the Parent Bylaws shall be amended and restated in the form of the Parent A&R Bylaws. (h) Parent shall have received from Purchaser made appropriate arrangements to have the Trust Account, less amounts paid and Merger Sub each delivery required to be paid pursuant to Section 3.97.12, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing. (i) The funds contained in the Trust Account, together with the PIPE Investment Amount, shall equal or exceed the Company’s Required Funds.

Additional Conditions to Obligations of the Company. The obligations of the Company 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: (a) Each of the Purchaser The Fundamental Representations shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent any such Purchaser Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Purchaser Fundamental Representation shall be true and correct as of such date)Parent, other than de minimis inaccuracies. Each of the other representations and warranties of Purchaser and Merger Sub set forth in Article VI (disregarding all qualifications as to materiality set forth therein) Section 5.3, shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contain herein) 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 or and warranty expressly speaks as of the date of this Agreement or any other specific an earlier date, in which case such representation or and warranty shall be true and correct as of such earlier date); the representations and warranties of Parent set forth in Section 5.3 shall be true and correct in all respects 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 true and correct as of such earlier date), exceptexcept for any de minimis inaccuracies; and all other representations and warranties of Parent set forth in Article V hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation contained herein) 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 any casewhich case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has not had, had and would is not reasonably be expected likely to result in, have a Purchaser Parent Material Adverse Effect. (b) Purchaser Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants and agreements set forth in required by this Agreement, including Section 7.2 and Articles II, III, IV and VIII to the extent required Agreement to be performed or complied with by Purchaser and Merger Sub under this Agreement them on or prior to the Effective Time Closing Date, in each case in all material respects. (c) Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b). (d) Parent shall have delivered or shall stand ready to deliver all of the Closingcertificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including copies of the documents to be delivered by Parent pursuant to Section 1.3(a), duly executed by Parent and Merger Sub, as applicable. (ce) The Company Parent Charter shall be amended and restated in the form of the Parent A&R Charter and the Parent Bylaws shall be amended and restated in the form of the Parent A&R Bylaws. (f) Parent shall have received from Purchaser made appropriate arrangements to have the Trust Account, less amounts paid and Merger Sub each delivery required to be paid pursuant to Section 3.97.11, available to Parent for payment of the Closing Cash Payment Amount, the Company Transaction Costs and the Parent Transaction Costs at the Closing. (g) The funds contained in the Trust Account, together with the Equity Financing Amount to be received substantially concurrently with the Closing, shall equal or exceed the Company’s Required Funds, following (i) payment of the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions, and (ii) payment of all Company Transaction Costs and Parent Transaction Costs. (h) The shares of Parent Class A Stock to be issued in connection with the Merger shall have been approved for listing on the Nasdaq. (i) No Parent Material Adverse Effect shall have occurred since the date of this Agreement and be continuing.