Amendment to the Business Combination Agreement. (a) Amended and Restated the Definition of “Available Cash” in Section 1.01(b). The definition of “Available Cash” in Section 1.01(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
Amendment to the Business Combination Agreement. (a) Section 9.1 of the Original Agreement is hereby amended by adding the following as a new Section 9.1(o):
Amendment to the Business Combination Agreement. (a) Amended and Restated Section 9.01(b). Section 9.01(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
(b) by either SPAC or the Company if the Effective Time shall not have occurred prior to April 7, 2024 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date.”
Amendment to the Business Combination Agreement. (a) Section 7.1(d) of the Business Combination Agreement is hereby deleted and replaced with the following: “by either SportsMap or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to December 20, 2023 (the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SportsMap if any SportsMap Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;”
Amendment to the Business Combination Agreement. 1. Amend and Restate Section 7.23. Section 7.23 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to the Business Combination Agreement. (a) Section 9.1(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: “(b) (i) by either SPAC or the Company if the Closing shall not have occurred by January 18, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”
Amendment to the Business Combination Agreement. (a) The definition of “Cash Consideration Shortfall Amount” in Section 1.01 of the Business Combination Agreement is hereby deleted and replaced with the following:
Amendment to the Business Combination Agreement. (a) The definition of “Election Percentage” in Section 1.01 of the Business Combination Agreement is hereby deleted and replaced with the following:
Amendment to the Business Combination Agreement. (a) The first sentence of Section 2.8 of the Original Agreement is hereby amended by deleting the number “1,750,000” and replacing it with “500,000”.
(b) Section 5.23 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to the Business Combination Agreement. 1. Amend Exhibit F: Form of Registration Rights and Lock-up Agreement. The Business Combination Agreement is hereby amended by replacing Exhibit F attached thereto in its entirety with Exhibit A attached hereto.
2. Amend and Restate Section 12.
