Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Adara Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Adara and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Adara approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Adara at the BCAC Adara Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Adara necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Adara Common Stock (the “BCAC Stockholder Approval”)voting together as a single class. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Holdco Board, by resolutions duly adopted by majority and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions. (b) The only vote of those voting at a meeting the holders of any class or series of capital stock of Holdco that is necessary to approve this Agreement and the Transactions is the Holdco Requisite Approval. (c) The Company Merger Sub Board, by resolutions duly called and held adopted and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Company Merger Sub and its stockholdersHoldco (as the sole stockholder of Company Merger Sub), (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, advisability and (iii) recommended that Holdco (as the stockholders sole stockholder of BCAC Company Merger Sub) approve and adopt this Agreement and approve the Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by Holdco (as the stockholders sole stockholder of BCAC at the BCAC Stockholders’ MeetingCompany Merger Sub). (bd) The only vote of the holders of any class or series of capital stock of BCAC Company Merger Sub that is necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Company Merger Sub Requisite Approval”). (ce) The SPAC Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of SPAC Merger Sub and its Holdco (as the sole stockholderstockholder of SPAC Merger Sub), (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, advisability and (iii) recommended that Holdco (as the sole stockholder of SPAC Merger Sub Sub) approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by Holdco (as the sole stockholder of SPAC Merger Sub). (df) The only vote of the holders of any class or series of capital stock of SPAC Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other Transactions is the affirmative vote of the sole stockholder of SPAC Merger SubSub Requisite Approval.

Board Approval; Vote Required. (a) The BCAC BoardHoldco Board has, by resolutions duly adopted by majority written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions. (b) The only vote of those voting at a meeting the holders of any class or series of capital stock of Holdco that is necessary to approve this Agreement, the Plan of Arrangement and the Transactions is the affirmative vote of the Company as sole shareholder of all outstanding Holdco Common Shares. (c) Merger Sub Board has, by resolutions duly called and held adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Merger Sub and its stockholdersHoldco (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, advisability and (iii) recommended that Holdco (as the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests sole shareholder of Merger Sub and its sole stockholder, (iiSub) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by Holdco (as the sole stockholder shareholder of Merger Sub). (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other Transactions is the affirmative vote of the Holdco as sole stockholder of all outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC PubCo Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC PubCo and its stockholderssole shareholder, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, advisability and (iii) recommended that the stockholders sole shareholder of BCAC PubCo approve and adopt this Agreement and Transactions (including approve the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders sole shareholder of BCAC at the BCAC Stockholders’ MeetingPubCo. (b) The only vote of the holders of any class or series of capital stock shares of BCAC PubCo that is necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)PubCo. (c) The board of directors of First Merger Sub Boardand the board of directors of Second Merger Sub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has have each duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of First Merger Sub and its Second Merger Sub and their sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder of First Merger Sub and Second Merger Sub, respectively, approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of First Merger Sub and Second Merger Sub, respectively. (d) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of First Merger SubSub shares and the affirmative vote of the holders of a majority of the outstanding shares of Second Merger Sub stock.

Board Approval; Vote Required. (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at At a meeting duly called and held (or by way of unanimous written resolution in lieu of a meeting), the Kcompany Board, by at least a majority vote of those voting and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Kcompany and its stockholdersshareholders, (ii) approved this Agreement Agreement, the Cayman Plan of Merger, the Ancillary Agreements to which Kcompany is or will be a party and the Transactions (including the Merger) transactions contemplated hereby and declared their advisability, thereby and (iii) recommended that resolved to recommend, among other things, approval of this Agreement, the stockholders Cayman Plan of BCAC approve Merger and adopt the transactions contemplated by this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders holders of BCAC at the BCAC Stockholders’ MeetingKcompany Shares entitled to vote thereon. (b) The At the Kcompany Shareholders Meeting, assuming that a quorum is present, (i) only vote of the holders of any class or series of capital stock of BCAC necessary a Kcompany Ordinary Resolution shall be required to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholderBCA Proposal, (ii) approved and adopted this Agreement and only a Kcompany Special Resolution shall be required to approve the Transactions (including the Merger) and declared their advisabilityInitial Merger Proposal, (iii) recommended that only a Kcompany Ordinary Resolution shall be required to approve the sole stockholder Adjournment Proposal, and (iv) with respect to any Additional Proposals proposed to the Kcompany Shareholders, the only requisite approval required shall be under the Kcompany MAA, the Cayman Act or other applicable law (the approval by the Kcompany Shareholders of Merger Sub approve and all of the foregoing, collectively, the “Kcompany Shareholder Approval”). The Kcompany Shareholder Approval is the only vote of any holders of Kcompany’s share capital necessary to adopt this Agreement and any Transaction Document and to approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger SubTransactions. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Board, Company Board by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement Agreement, the Merger and the Other Transactions are fair to and in the best interests of BCAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Merger and the Other Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC approve and the Company adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the Company’s stockholders of BCAC at the BCAC Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) The Assuming the accuracy of Parent’s representations and warranties set forth in Section 4.09, the only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve adopt this Agreement or consummate the Merger and the Other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock and the Company Preferred Stock (voting on an as converted basis as provided in the Certificate of Designations governing the terms of the Company Preferred Stock), voting together as a single class, in favor of the adoption of this Agreement (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC GigCapital5 Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC GigCapital5 and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of BCAC GigCapital5 approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC GigCapital5 at the BCAC GigCapital5 Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC GigCapital5 necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC GigCapital5 Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) approved this Agreement and determined that it to be in the best interests of the SPAC and the other Transactions and (ii) recommended the approval and adoption of this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting.SPAC; (b) The only vote of the holders of any class or series of shares of capital stock of BCAC the SPAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC SPAC Common Stock voted by the stockholders at a duly held stockholders meeting (the “BCAC SPAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) approved the Merger and the other Transactions, (iv) recommended that the approval and adoption of this Agreement and the Merger by the sole stockholder of Merger Sub approve Sub, and adopt this Agreement and approve the Transactions (including the Mergerv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC WinVest Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement, including the Mergers, are fair to and in the best interests of BCAC WinVest, the Merger Subs and its stockholderstheir respective equity holders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of BCAC WinVest approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC WinVest at the BCAC WinVest Stockholders’ Meeting. WinVest, in its capacity as the sole member of the Merger Subs, has or will have as of the Closing duly (x) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers (as applicable), are fair to and in the best interests of the applicable Merger Subs and their respective equity holders, (y) approved this Agreement and the transactions contemplated by this Agreement and declared their advisability, and (z) approved and adopted this Agreement and the Mergers (as applicable). (b) The only vote of the holders of any class or series of capital stock of BCAC WinVest necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC WinVest Common Stock (the “BCAC Stockholder ApprovalWinVest Required Vote”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock securities of either Merger Sub is necessary to approve this Agreement, the Xtribe Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of WinVest, the sole stockholder holder of outstanding Merger SubSub I Interests and the Merger Sub II Interests.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held held, which resolutions have not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of SPAC, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreements, and (iii) recommended that the shareholders of SPAC approve and adopt this Agreement and the Transactions and directed that this Agreement and the Transactions be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting. (b) In order to approve the Transactions, the following SPAC Proposals require the affirmative vote of either a simple majority of the votes cast by shareholders of the SPAC attended and voting at the SPAC Shareholders’ Meeting: clauses (i), (iv), (vi) and (vii) of the definition of SPAC Proposals; and the following SPAC Proposals require a two-thirds’ majority of the votes cast by shareholders of SPAC attending and voting at the SPAC Shareholders’ Meeting: clauses (ii), (ii) and (v) of the definition of SPAC Proposals. Other than the foregoing, no other vote of holders of any class or series of shares of SPAC is necessary to approve the Transactions. (c) SPAC, in its capacity as the sole member of OpCo, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC OpCo and its stockholders, (ii) approved this Agreement and the Transactions (including and the Merger) and declared their advisability, (iii) recommended that the stockholders performance by OpCo of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that its obligations under this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger SubAncillary Agreements. (d) The only vote of the holders of any class or series of capital stock equity interests of Merger Sub is OpCo necessary to approve this Agreement, the Merger Agreement and the other Transactions is the affirmative vote consent of the sole stockholder member of Merger SubOpCo.

Board Approval; Vote Required. (a) The BCAC BoardHoldCo Board has, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholdersHoldCo the Company (as the sole stockholder of HoldCo), (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, advisability and (iii) recommended that the stockholders Company (as the sole stockholder of BCAC HoldCo) approve and adopt this Agreement and Transactions (including approve the Merger), Transaction and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders Company as the sole stockholder of BCAC at the BCAC Stockholders’ MeetingHoldCo. (b) The only On or prior to the date hereof, the Company, as the sole stockholder of HoldCo, has approved and adopted this Agreement and has approved the Transactions, and no other vote or consent of the holders of any class or series of share capital stock of BCAC HoldCo is necessary to approve the Transactions is the affirmative vote this Agreement or any of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Transactions. (c) The Merger Sub Board2 Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of Merger Sub 2 and its sole stockholder, HoldCo (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that as the sole stockholder of Merger Sub 2), (ii) approved this Agreement and the Transactions and declared their advisability and (iii) recommended that HoldCo (as the sole stockholder of Merger Sub 2) approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by HoldCo (as the sole stockholder of Merger SubSub 2). (d) The only On or prior to the date of this Agreement, HoldCo, as the sole stockholder of Merger Sub 2, has approved and adopted this Agreement and has approved the Transactions, and no other vote or consent of the holders of any class or series of share capital stock of Merger Sub 2 is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote Agreement or any of the sole stockholder of Merger SubTransactions.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called and held held, or by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC Parent approve and adopt this Agreement Agreement, the Mergers and Transactions (including the Merger)other Transactions, and directed that this Agreement Agreement, the Mergers and the Transactions (including the Merger)other Transactions, as applicable, be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The Other than with respect to the Unbundling Precatory Proposals (as defined below), the only vote of the holders of any class or series of capital stock shares of BCAC Parent necessary to approve the Transactions is the affirmative vote of holders present (in person or by proxy) at the Parent Stockholders’ Meeting representing a majority of the then-outstanding Parent Shares of such holders present and voting. Approval of the Unbundling Precatory Proposals requires the affirmative vote of (A) holders of a majority of the outstanding shares of BCAC Parent Class A Common Stock and Parent Class B Common Stock, voting together as a single class, (B) holders of a majority of the “BCAC Stockholder Approval”)outstanding shares of Parent Class A Common Stock, voting separately as a single class and (C) holders of a majority of the outstanding shares of Parent Class B Common Stock, voting separately as a single class. (c) The board of directors of Merger Sub BoardI and board of manager of Merger Sub II, as applicable, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Mergers and the Merger other Transactions are fair to and in the best interests of Merger Sub I or Merger Sub II, as applicable, and its sole stockholder, (ii) approved and adopted this Agreement Agreement, the Mergers and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Subother Transactions. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is I necessary to approve this Agreement, the Merger Mergers and the other Transactions is the affirmative vote of the sole stockholder of Merger SubSub I. The only vote of the holders of any class or series of limited liability company interests of Merger Sub II necessary to approve this Agreement, the Merger and the Transactions is the affirmative vote of the sole member of Merger Sub II.

Board Approval; Vote Required. (a) The BCAC Company Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ia) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC the Company and its stockholdersthe Company Subsidiaries, (iib) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iiic) recommended that the stockholders shareholders of BCAC the Company approve and adopt this Agreement and Transactions (including approve the Merger)Transactions, and directed that this the Agreement and the Transactions (including the Merger), F-Reorg Merger and the Mergers) be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ MeetingCompany’s shareholders. (b) The F-Reorg Consent and the Transaction Consent are the only vote votes or written approvals of the holders of any class or series of capital stock or other securities of BCAC the Company or any Company Subsidiaries necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement Transactions. The F-Reorg Consent and the Transactions (including Transaction Consent, if executed and delivered, would qualify as the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only Company Shareholder Approval and no additional approval or vote of the from any holders of any class or series of capital stock of Merger Sub is the Company would then be necessary to adopt this Agreement and approve the Transactions. (c) The favorable vote and consent of the shareholders who have signed the Shareholder Support Agreements will be sufficient (and as a result of the shareholders who have signed the Waivers, no other favorable vote or consent of any other shareholder of the Company will be required) to (i) approve this Agreement, the Merger and the other Transactions is in accordance with the affirmative vote terms of the sole stockholder Company Charter, the Company Existing SHA and any other organizational documents of Merger Subthe Company and (ii) obtain the Requisite Approval and Transaction Consent.

Board Approval; Vote Required. (a) The BCAC Xtribe Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by majority unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any way, has duly (ia) determined that this Agreement and the Transactions other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, are advisable and fair to and in the best interests of BCAC Xtribe PLC and its stockholders, (iib) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the Transactions (other Transaction Documents to which Xtribe PLC is a party, including the Merger) Pre-Closing Reorganization Documents, and declared their advisability, (iii) recommended that . The Requisite Approval is the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC the Company necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Merger Sub Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to approve adopt this Agreement, the Merger Agreement and the other Transactions Transaction Documents to which it is a party, including the affirmative vote of Pre-Closing Reorganization, and approve the sole stockholder of Merger SubTransactions.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement (including the Domestication) are fair to and in the best interests of BCAC Acquiror and its stockholdersshareholders, (ii) approved this Agreement and the Transactions transactions contemplated by this Agreement (including the MergerDomestication) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger), Mergers be submitted for consideration by the stockholders shareholders of BCAC Acquiror at the BCAC Acquiror Stockholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC Acquiror necessary to approve the Transactions Domestication and the Mergers is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Acquiror Stockholders’ Approval”). (c) The First Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the First Merger are fair to and in the best interests of First Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) First Merger and declared their its advisability, (iii) recommended that the sole stockholder of First Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) First Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of First Merger Sub. (d) Axxxxxxx, as the sole member of Second Merger Sub, has authorized, approved and adopted this Agreement, the Second Merger and the other transactions contemplated by this Agreement pursuant to written resolutions not subsequently rescinded or modified in any way. (e) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of First Merger Sub Common Stock and the affirmative vote of Acquiror as the sole stockholder member of Second Merger Sub.

Board Approval; Vote Required. (a) The BCAC Novus Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Novus and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Novus approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Novus at the BCAC Novus Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Novus necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Novus Common Stock (the “BCAC Stockholder Approval”)voting together as a single class. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Pensare Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are is fair to and in the best interests of BCAC Pensare and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their its advisability, (iii) recommended that the stockholders of BCAC Pensare approve and adopt this Agreement and approve Transactions (including the Merger), contemplated by this Agreement and directed that this Agreement and the Transactions (including the Merger), contemplated hereby be submitted for consideration by the stockholders of BCAC Pensare at the BCAC Pensare Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Pensare necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Pensare Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Board of Directors of Parsec (the “Parsec Board”), by resolutions duly adopted by majority vote of those voting the independent members of the Parsec Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parsec and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC Parsec approve and adopt this Agreement and Transactions (including Merger and the Merger)other Parsec Proposals, and (iv) directed that this Agreement and the Transactions (including Merger and the Merger), other Parsec Proposals be submitted for consideration by the stockholders of BCAC Parsec at the BCAC Stockholders’ Special Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parsec necessary to approve the Transactions Parsec Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parsec Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The board of directors of Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has have duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Company Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement Agreement, the Merger and the Other Transactions are fair to and in the best interests of BCAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Merger and the Other Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC approve and the Company adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the Company's stockholders of BCAC at the BCAC Company Stockholders’ ' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL ("SECTION 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) The Assuming the accuracy of Parent's representations and warranties set forth in Section 4.09, the only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve adopt this Agreement or consummate the Merger and the Other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock and the Company Preferred Stock (voting on an as converted basis as provided in the Certificate of Designations governing the terms of the Company Preferred Stock), voting together as a single class, in favor of the adoption of this Agreement (the “BCAC Stockholder Approval”"STOCKHOLDER APPROVAL"). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Pace Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Pace and its stockholdersshareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Pace approve and adopt this Agreement Agreement, the Domestication and Transactions (including the Merger), and directed that this Agreement Agreement, the Domestication and the Transactions (including the Merger), be submitted for consideration by the stockholders shareholders of BCAC Pace at the BCAC StockholdersPace Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock shares of BCAC Pace necessary to approve the Transactions is the affirmative vote of holders present (in person or by proxy) at the holders of Pace Shareholders’ Meeting representing (i) with respect to the Pace Proposals (other than the Special Resolution Proposals) a majority of the then-outstanding shares Cayman Pace Ordinary Shares of BCAC Common Stock such holders present and voting and (ii) with respect to the “BCAC Stockholder Approval”)Special Resolution Proposals, a majority of at least 2/3 of the then-outstanding Cayman Pace Ordinary Shares of such holders present and voting. (c) The board of directors of each Merger Sub BoardSub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger applicable Blocker Merger(s) are fair to and in the best interests of such Merger Sub and its sole stockholderstockholders, (ii) approved and adopted this Agreement and the Transactions (including the Mergerapplicable Blocker Merger(s) and declared their advisability, advisability and (iii) recommended that the sole stockholder stockholders of such Merger Sub approve and adopt this Agreement and approve the Transactions (including the Mergerapplicable Blocker Merger(s) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder stockholders of such Merger Sub. (d) The only vote of the holders of any class or series of capital stock of each Merger Sub is necessary to approve this Agreement, the Merger applicable Blocker Merger(s) and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of common stock in such Merger Sub.

Board Approval; Vote Required. (a) The BCAC Apex Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Apex and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Apex approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC Apex at the BCAC Apex Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Apex necessary to approve the Transactions Apex Proposals is the affirmative vote of the holders of (i) a majority of the outstanding shares of BCAC Apex Capital Stock, voting together as a single class, (ii) a majority of the outstanding shares of Apex Class A Common Stock and Apex Sponsor Common Stock, voting together as a single class and (iii) a majority of the “BCAC Stockholder Approval”)outstanding shares of Apex Sponsor Common Stock, voting separately as a single class. (c) The First Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the First Merger are fair to and in the best interests of First Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) First Merger and declared their advisability, (iii) recommended that the sole stockholder of First Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) First Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of First Merger Sub. (d) The only vote of the holders of any class or series of capital stock of First Merger Sub is necessary to approve this Agreement, the First Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger Sub Common Stock. (e) Apex, as the sole member and manager of Second Merger Sub, has approved this Agreement and the Second Merger. No other approval of Second Merger Sub or its member or manager is necessary to approve this Agreement, the Second Merger and the other transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The BCAC Switchback Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Switchback and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC Switchback approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Switchback at the BCAC Switchback Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Switchback necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Switchback Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to and in the best interests of BCAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions (including the MergerMergers and the other Transactions) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and approve the Transactions (including the MergerMergers and the other Transactions), and directed that this Agreement and the Transactions (including the MergerMergers and the other Transactions), be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the then-outstanding shares of BCAC Common Stock (SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the “BCAC Stockholder Approval”)SPAC Shareholders’ Meeting. (c) The Each of the Holdings Board and the Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of Holdings and Merger Sub and its sole stockholderSub, (ii) approved and adopted this Agreement and the Transactions (including the MergerMergers) and declared their advisability, and (iii) recommended that the sole stockholder shareholders of each of Holdings and Merger Sub approve and adopt this Agreement and approve the Transactions (including the MergerMergers) and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the sole stockholder shareholders of each of Holdings and Merger Sub. (d) The only vote votes of the holders of any class or series of capital stock of each of Holdings and Merger Sub is that are necessary to approve this Agreement, the Initial Merger, the Acquisition Merger and the other Transactions is are the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of each of Holdings Ordinary Shares and Merger SubSub Ordinary Shares.

Board Approval; Vote Required. (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, SPAC Board has duly (i) determined that this Agreement and the Transactions (including the Merger Steps) are fair to and in the best interests of BCAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions (including the MergerMerger Steps and the Private Placements) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and approve the Transactions (including the MergerMerger Steps and the Private Placements), and directed that this Agreement and the Transactions (including the MergerMerger Steps and the Private Placements), be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Domestication is the affirmative vote of the holders of two thirds of the outstanding SPAC Ordinary Shares who, being eligible to do so, attend and vote at the SPAC Shareholders’ Meeting and to approve the other Transactions is the affirmative vote of the holders of a majority of the then-outstanding shares of BCAC Common Stock (SPAC Ordinary Shares who, being entitled to so do, vote in person or by proxy at the “BCAC Stockholder Approval”)SPAC Shareholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, Board has duly (i) determined that this Agreement and the Acquisition Merger are fair to to, and in the best interests of of, Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Acquisition Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Acquisition Merger) and directed that this Agreement and the Transactions (including the Acquisition Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote votes of the holders of any class or series of capital stock or membership interests of Merger Sub is that are necessary to approve this Agreement, the Acquisition Merger and the other Transactions is are the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC BoardCompany Board and the Transaction Committee of the Board of Directors (the “Transaction Committee”), by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present duly (i) determined that this Agreement Agreement, the Voting Agreement, the Merger and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Voting Agreement, the Merger and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of BCAC approve and the Company adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the Company’s stockholders of BCAC at the BCAC Company Stockholders’ Meeting. The approval of this Agreement and the Voting Agreement by the Company Board and the Transaction Committee constitutes approval of this Agreement, the Voting Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement, the Voting Agreement or the consummation of the Merger and the transactions contemplated by this Agreement. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) The only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve the Transactions adopt this Agreement is the affirmative vote of the holders of Shares representing a majority of the voting power of the outstanding shares Shares in favor of BCAC Common Stock the adoption of this Agreement (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Company Board, by resolutions duly adopted by majority the required vote of those voting at a meeting duly called and held in accordance with the Company Memorandum and Articles and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ia) determined that this Agreement and the Transactions Merger are fair to and in the best interests of BCAC and its stockholdersthe Company, (iib) approved this Agreement and the Transactions Merger and (including c) recommended that: (i) the MergerSeries A Preferred Shareholder Proposals be directed for consideration by the Company Series A Preferred Shareholders and that the Company Series A Preferred Shareholders approve the Series A Preferred Shareholder Proposals, (ii) the Series B Preferred Shareholder Proposals be directed for consideration by the Company Series B Preferred Shareholders and declared their advisabilitythat the Company Series B Preferred Shareholders approve the Series B Preferred Shareholder Proposals, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and Ordinary Shareholder Proposals be directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at Company Ordinary Shareholders and that the BCAC Stockholders’ Meeting. Company Ordinary Shareholders approve the Ordinary Shareholder Proposals, (biv) the General Shareholder Proposals be directed for consideration by the Company Shareholders (voting as one class) and that the Company Shareholders (voting as one class) approve the General Shareholder Proposals, (v) the 2020 Warrantholder Proposal be directed for consideration by the 2020 Warrantholders and that the 2020 Warrantholders approve the 2020 Warrantholder Proposal and (vi) the Convertible Loan Note Proposals be directed for consideration by the Company Convertible Loan Noteholders and that the Convertible Loan Note Proposals be approved by the Company Convertible Loan Noteholders. The Company Approvals are the only vote votes of the holders of any class of shares, convertible loan note, warrant or series of capital stock shares, or other securities of BCAC the Company necessary to approve the Transactions is the affirmative vote Company Proposals. The board of the holders directors of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub BoardSub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder and member of Merger Sub. (d) . The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Constellation Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are is fair to and in the best interests of BCAC Constellation and its stockholdersshareholders, (ii) approved and declared the advisability of this Agreement Agreement, the transactions contemplated hereby (including but not limited to the Domestication and the Transactions (including the Mergerissuance of Constellation Common Stock) and declared their advisabilitythe Final Constellation Certificate of Incorporation, (iii) recommended that the stockholders shareholders of BCAC Constellation approve and adopt this Agreement and Transactions Agreement, the transactions contemplated hereby (including but not limited to the Merger), Domestication and the issuance of Constellation Common Stock) and the Final Constellation Certificate of Incorporation and (iv) directed that this Agreement Agreement, the transactions contemplated hereby (including but not limited to the Domestication and the Transactions (including issuance of Constellation Common Stock) and the Merger), Final Constellation Certificate of Incorporation be submitted for consideration by the stockholders shareholders of BCAC Constellation at the BCAC StockholdersConstellation Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Constellation necessary to approve this Agreement, the Transactions transactions contemplated hereby (including but not limited to the Domestication, the issuance of Constellation Common Stock and the Final Constellation Certificate of Incorporation) is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Constellation Common Stock (on account that such votes are to be in connection with the “BCAC Stockholder Approval”)consummation of a business combination by Constellation. (c) The Merger Sub Board, by resolutions duly adopted by written consent unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC BoardCompany has made available to SPAC a complete and correct copy of the resolutions of the Company Board in respect of the Transactions, by which such resolutions were duly adopted by majority vote of those voting at a meeting duly called written consent and held and have not been subsequently rescinded or modified in any way. The Company Transaction Support Agreement, has duly (i) determined that this Agreement the Requisite Company Shareholder Approval and the Transactions are fair to and in Written Consents constitute the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote required approvals of the holders of any class or series of capital stock shares or other securities of BCAC the Company necessary to adopt this Agreement, the BVI Plan of Merger and the BVI Articles of Merger and approve the Transactions is Transactions. The Written Consents, if executed and delivered, would qualify as the affirmative Requisite Company Shareholder Approval and no additional approval or vote from any holders of any class or series of shares of the holders Company would then be necessary to adopt this Agreement, the BVI Plan of a majority Merger, the BVI Articles of Merger and approve the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Transactions. (cb) The Merger Sub BoardHoldings has made available to SPAC a complete and correct copy of the resolutions of the Holdings Board in respect of the Transactions, by which such resolutions were duly adopted by written consent and have not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) . The only vote votes of the holders of any class of shares of Holdings that are necessary to approve this Agreement and the other Transactions is the Company Redemption Consent and the affirmative vote or series prior written consent of capital stock the sole shareholder of Holdings Common Shares as at the date hereof. (c) Cayman Merger Sub is has made available to SPAC a complete and correct copy of the resolutions of the Cayman Merger Sub Board in respect of the Transactions, which such resolutions were duly adopted by written consent and have not been subsequently rescinded or modified in any way. The only votes of the holders of any shares of Cayman Merger Sub that are necessary to approve this Agreement, the Cayman Plan of Merger and the other Transactions is the affirmative vote of the sole stockholder of Cayman Merger SubSub Shareholder Approval.

Board Approval; Vote Required. (a) The BCAC VectoIQ Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC VectoIQ and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC VectoIQ approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC VectoIQ at the BCAC VectoIQ Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC VectoIQ necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC VectoIQ Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Pensare Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Pensare and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC Pensare approve and adopt this Agreement and approve the Transactions (including the Merger)contemplated by this Agreement, and directed that this Agreement and the Transactions (including the Merger)Transactions, contemplated hereby, be submitted for consideration by the stockholders of BCAC Pensare at the BCAC Pensare Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Pensare necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Pensare Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of BCAC the SPAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC the SPAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC the SPAC at the BCAC SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC the SPAC necessary to approve the Transactions is the affirmative vote of the holders of (i) a majority of the outstanding shares of BCAC SPAC Common Stock and (ii) a majority of the outstanding shares of SPAC Class A Common Stock, in each case, voted by the stockholders at a duly held stockholders meeting (the “BCAC SPAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions (including the Merger) are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Novus Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Novus and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Novus approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Novus at the BCAC Novus Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Novus necessary to approve the Transactions Novus Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Novus Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Domestication and the Mergers) are fair to and in the best interests of BCAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions (including the MergerDomestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and approve the Transactions (including the MergerDomestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement), and directed that this Agreement and the Transactions (including the MergerDomestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement), be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Domestication is the affirmative vote of the holders of two thirds of the outstanding SPAC Class A Ordinary Shares who, being eligible to do so, attend and vote at the SPAC Shareholders’ Meeting and to approve the other Transactions is the affirmative vote of the holders of a majority of the then-outstanding shares of BCAC Common Stock (SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the “BCAC Stockholder Approval”)SPAC Shareholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Acquisition Merger are fair to to, and in the best interests of of, Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Acquisition Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Acquisition Merger) and directed that this Agreement and the Transactions (including the Acquisition Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote votes of the holders of any class or series of capital stock of Merger Sub is that are necessary to approve this Agreement, the Acquisition Merger and the other Transactions is are the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Athena Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Athena and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Athena approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Athena at the BCAC Athena Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Athena necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Athena Common Stock (the “BCAC Athena Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC BoardParent Board has (i) approved this Agreement and the Contemplated Transactions, and (ii) resolved to recommend the approval of the issuance of the Parent Common Stock pursuant to this Agreement by Parent’s stockholders. (b) The board of directors of Merger Sub I, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any wayadopted, has duly (i) determined that this Agreement and the Transactions Contemplated Transactions, including the First Merger, are fair to advisable and in the best interests of BCAC Merger Sub I and its stockholderssole stockholder, and (ii) approved and declared advisable this Agreement and the Transactions Contemplated Transactions. (c) The managing member of Merger Sub II, by resolutions duly adopted, has (i) determined that the Contemplated Transactions, including the Second Merger, are advisable and in the best interests of Merger Sub II and the sole member, and (ii) approved and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that advisable this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ MeetingContemplated Transactions. (bd) The only vote of Parent’s stockholders required to consummate the holders of any class or series of capital stock of BCAC necessary to approve the Transactions transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock present in person or by proxy and voted at the Parent Stockholders’ Meeting in favor of the approval of the issuance of the Parent Common Stock pursuant to this Agreement for the purpose of approving such issuance under Nasdaq Listing Rule 5635 (the “BCAC Required Parent Stockholder ApprovalVote”). (c) . The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and affirmative vote of the Merger are fair to and in holders of a majority of the best interests voting power of the shares of common stock of Merger Sub and its sole stockholder, (ii) approved and adopted I in favor of the adoption of this Agreement and (the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of “Required Merger Sub approve and adopt this Agreement and approve I Stockholder Vote”) is the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of Merger Sub I’s capital stock of Merger Sub is necessary to approve adopt this Agreement, Agreement or consummate the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Subtransactions contemplated hereby.

Board Approval; Vote Required. (a) The BCAC GAMC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC GAMC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC GAMC approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger)Transactions, be submitted for consideration by the stockholders of BCAC GAMC at the BCAC GAMC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC GAMC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC GAMC Common Stock, except as required to amend, alter or repeal any provisions of the GAMC Certificate of Incorporation, for which a vote or written consent of the holders of a majority of the shares of GAMC Class B Common Stock (then outstanding shall be required, according to Section 4.3(b)(iii) of the “BCAC Stockholder Approval”)GAMC Certificate of Incorporation. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub Common Stock. (e) GAMC, as the sole stockholder and of Merger Sub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to, and in the best interests of, Merger Sub and GAMC and (ii) approved and adopted this Agreement and the Merger.

Board Approval; Vote Required. (a) The BCAC HCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC HCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC HCAC approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC HCAC at the BCAC HCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC HCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC HCAC Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The First Merger Sub Board and Second Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has have each duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of First Merger Sub Sub, Second Merger Sub, and its their sole stockholderstockholder or member, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Mergers and declared their advisability, and (iii) recommended that the sole stockholder or member of First Merger Sub and Second Merger Sub, respectively, approve and adopt this Agreement and approve the Transactions (including the Merger) Mergers and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder and member of First Merger Sub and Second Merger Sub, respectively. (d) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of First Merger Sub Common Stock and the affirmative vote of the holders of a majority of the outstanding membership interests of Second Merger Sub.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC SPAC and its stockholdersSPAC Shareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC SPAC Shareholders approve and adopt this Agreement and Transactions (including the SPAC Merger), and directed that this Agreement and the Transactions (including the Merger), SPAC Merger be submitted for consideration by the stockholders of BCAC SPAC Shareholders at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Transactions is the affirmative vote (in person or by proxy) of (x) such persons required to pass the Ordinary Resolution Proposals under Cayman Islands Law and the SPAC Formation Document, being the holders of a simple majority of the issued and outstanding shares SPAC Ordinary Shares who attend and are entitled to vote at the SPAC Shareholders’ Meeting and vote in favor of BCAC Common Stock the Ordinary Resolution Proposals and (y) such persons required to pass a Special Resolution under Cayman Islands Law and the SPAC Formation Document, being the holders of at least two-thirds (2/3) of the issued and outstanding SPAC Ordinary Shares who attend and are entitled to vote at the SPAC Shareholders’ Meeting and vote at such SPAC Shareholders’ Meeting in favor of the Special Resolution Proposal (such affirmative votes, together, the “BCAC Stockholder SPAC Shareholder Approval”). (c) The sole director of Merger Sub BoardSub, by written resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of Merger Sub Sub, and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote approval of Irish Holdco, as the holders of any class or series of capital stock sole shareholder of Merger Sub, is the only required shareholder approval necessary for Merger Sub is necessary to approve consummate the SPAC Merger, such approval to be by way of written special resolution. (e) The Irish Holdco Board has unanimously determined that entry into this Agreement, the Transaction Documents to which Irish Holdco is party and the Transactions, including the issuance of Merger Consideration pursuant to the SPAC Merger and the other Transactions is the affirmative vote issue of the sole stockholder Share Consideration pursuant to the Share Contribution Agreement is in the best interests of Merger SubIrish Holdco, and has approved, among other things, the execution of this Agreement and the Transaction Documents to which Irish Holdco is a party and approved the Transactions contemplated hereby and thereby.

Board Approval; Vote Required. (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at At a meeting duly called and held and not subsequently rescinded (or modified by way of unanimous written resolution in any waylieu of a meeting), the Pubco Special Committee has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to and in the best interests of BCAC Pubco and its stockholdersthe Unaffiliated Stockholders, and (ii) approved recommended that the Board of Directors of Pubco approve, adopt and declare advisable this Agreement and the Transactions Mergers and recommend that Pubco stockholders vote to adopt and approve this Agreement, the Pubco Effective Time Certificate and the consummation of the transactions contemplated hereby. (including the Mergerb) At a meeting duly called and declared their advisability, held (iii) recommended that the stockholders or by way of BCAC approve and adopt this Agreement and Transactions (including the Mergerunanimous written resolution in lieu of a meeting), and directed the Board of Directors of Pubco has (i) determined that this Agreement and the Transactions (including the MergerMergers) are in the best interests of all of the stockholders of Pubco and approved the Agreement and the Transactions (including the Mergers), be submitted for consideration and (ii) recommended the approval and adoption of this Agreement, the Pubco Effective Time Certificate and the Transactions by the stockholders of BCAC at Pubco (including the BCAC Unaffiliated Stockholders’ Meeting). (bc) The only vote votes of the holders of any class or series of Pubco’s capital stock of BCAC necessary to adopt this Agreement and any Transaction Document and to approve the Transactions is are (i) the affirmative vote of the holders of a majority at least two-thirds of the outstanding shares voting power of BCAC Common Stock the Pubco Shares (the “BCAC Pubco Stockholder Approval”) and (ii) the Pubco Unaffiliated Stockholder Approval (together, the “Pubco Requisite Stockholder Approval”). (cd) The Merger Sub I Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of Merger Sub I and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Mergers and declared their advisability, (iii) approved the Mergers and the other Transactions, (iv) recommended that the approval and adoption of this Agreement and the Mergers by the sole stockholder of Merger Sub approve I, and adopt this Agreement and approve the Transactions (including the Mergerv) and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the sole stockholder of Merger Sub.Sub I. (de) The only vote of the holders of any class or series of capital stock of Merger Sub is I necessary to approve this Agreement, the Merger Mergers and the other Transactions is the affirmative vote of the sole stockholder of Merger SubSub I. (f) The managing members of Merger Sub II, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Mergers are fair to and in the best interests of Merger Sub II and its sole member, (ii) approved and adopted this Agreement and the Mergers and declared their advisability, (iii) approved the Mergers and the other Transactions, (iv) recommended the approval and adoption of this Agreement and the Mergers by the sole member of Merger Sub II, and (v) directed that this Agreement and the Transactions (including the Mergers) be submitted for consideration by the sole member of Merger Sub II. (g) The only vote of the holders of any equity interest in Merger Sub II necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of the sole member of Merger Sub II.

Board Approval; Vote Required. (a) The BCAC Kensington Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that approved this Agreement and declared its advisability and approved the payment of the Per Share Merger Consideration pursuant to this Agreement and the other Transactions and (iii) recommended the approval and adoption of this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting.Kensington; (b) The only vote of the holders of any class or series of capital stock of BCAC Kensington necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Kensington Common Stock voted by the stockholders at a duly held stockholders meeting (the “BCAC Kensington Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) approved the Merger and the other Transactions, (iv) recommended that the approval and adoption of this Agreement and the Merger by the sole stockholder of Merger Sub approve Sub, and adopt this Agreement and approve the Transactions (including the Mergerv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders shareholders of BCAC Acquiror at the BCAC Stockholders’ Acquiror General Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Acquiror necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Acquiror Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC DCRC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Merger are fair to and in the best interests of BCAC DCRC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the stockholders of BCAC DCRC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), Merger be submitted for consideration by the stockholders of BCAC DCRC at the BCAC DCRC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC DCRC necessary to approve the Transactions Merger is the affirmative vote of the holders of a majority of the outstanding shares of BCAC DCRC Common Stock (entitled to vote and actually cast thereon at the “BCAC Stockholder Approval”)DCRC Stockholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Board of Directors of AAO (the “AAO Board”), by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC AAO and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC AAO approve and adopt this Agreement and Transactions (including Merger and the Merger)other AAO Proposals, and (iv) directed that this Agreement and the Transactions (including Merger and the Merger), other AAO Proposals be submitted for consideration by the stockholders of BCAC AAO at the BCAC Stockholders’ Special Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC AAO necessary to approve the Transactions AAO Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC AAO Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The board of directors of Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has have duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority unanimous vote of those voting the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which Parent is a party, the Mergers and the other Transactions are fair to to, and in the best interests of BCAC of, Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) approved (A) this Agreement, the Ancillary Agreements, the Mergers and the other Transactions to which Parent is a party, (B) the payment of the Aggregate Company Merger Consideration to the Participating Securityholders pursuant to this Agreement, (C) the issuance of shares of Pubco Common Stock in connection with the Mergers, (D) the amendment and restatement of (1) the Pubco Certificate of Incorporation substantially in the form attached hereto as Exhibit A and (2) the Pubco Bylaws substantially in the form attached hereto as Exhibit B, and (E) the Pubco LTIP, and (iii) recommended adopted a resolution recommending that the stockholders of BCAC approve and adopt Parent vote in favor of all Parent Proposals, including, without limitation, adoption of this Agreement and approval of the Mergers and the other Transactions (including the Merger)to which Parent is a party, and directed directing that this Agreement Agreement, the Mergers and the other Transactions (including the Merger), to which Parent is a party be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Each of the Pubco Board, the Parent Merger Sub Board and the Company Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which such Parent Party is a party, the Parent Merger and/or the Company Merger, as applicable, and the Merger other Transactions to which such Parent Party is a party are fair to and in the best interests of Merger Sub such Parent Party and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) adopted this Agreement and approved the Parent Merger and/or the Company Merger, as applicable, and the other Transactions to which such Parent Party is a party, and (iii) recommended that Parent as the sole stockholder of Pubco, and Pubco as the sole stockholder of each of the Merger Sub approve and Subs, as applicable, adopt this Agreement and approve the Parent Merger and/or the Company Merger, as applicable, and the other Transactions (including the Merger) to which such Parent Party is a party and directed that this Agreement Agreement, the Parent Merger and/or the Company Merger, as applicable, and the other Transactions (including the Merger) to which such Parent Party is a party be submitted for consideration by Parent as the sole stockholder of Pubco or by Pubco as the sole stockholder of each of the Merger SubSubs, as applicable. (d) The only vote of the holders of any class or series of capital stock of the Merger Sub Subs that is necessary to approve this Agreement, the Merger Mergers and the other Transactions is the affirmative vote of Pubco as the sole stockholder of the Merger SubSubs. The only vote of the holders of any class or series of capital stock of Pubco that is necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of Parent as the sole stockholder of Pubco.

Board Approval; Vote Required. (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at At a meeting duly called and held and not subsequently rescinded (or modified by way of unanimous written resolution in any waylieu of a meeting), the Parent Board, has duly (i) determined that this Agreement and the Transactions (including the Merger) are fair to to, and in the best interests of BCAC of, Parent and its stockholdersshareholders, (ii) determined that the aggregate fair market value of the Company is equal to at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to the Parent’s management for Taxes and excluding the amount of deferred underwriting discounts held in the Trust Account), (iii) approved this Agreement and the Transactions (including the Merger) and declared their advisabilityas a Business Combination, (iiiiv) recommended that approved the stockholders execution, delivery and performance of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and consummation of the Transactions (including the Merger), on the terms and subject to the conditions set forth herein, and declared their advisability, and (e) resolved to recommend to Parent Shareholders approval of each of the matters requiring Parent Shareholder Approval and directed that this Agreement and the Merger be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ MeetingParent Shareholders. (b) At the Parent Shareholders’ Meeting, assuming that a quorum is present, (i) only a Parent Ordinary Resolution shall be required to approve the Transaction Proposal, the Parent Stock Proposal and the Adjournment Proposal, (ii) only a Parent Special Resolution shall be required to approve the Domestication Proposal and the Charter Proposal (the approval by Parent Shareholders in the foregoing clauses (i) and (ii), collectively, the “Parent Shareholder Approval”) and (iii) with respect to the Equity Plans Proposal and any Additional Proposals proposed to the Parent Shareholders, the only requisite approval required shall be under the Parent Organizational Documents, the Cayman Act or other applicable Law. The Parent Shareholder Approval is the only vote of the any holders of Parent’s share capital necessary to adopt this Agreement and any class or series of capital stock of BCAC necessary Transaction Document and to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Transactions. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) approved the Merger and the other Transactions, (iv) recommended that the approval and adoption of this Agreement and the Merger by the sole stockholder of Merger Sub approve Sub, and adopt this Agreement and approve the Transactions (including the Mergerv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority unanimous vote of those voting the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which Parent is a party, the Mergers and the other Transactions are fair to to, and in the best interests of BCAC of, Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) approved (A) this Agreement, the Ancillary Agreements, the Mergers and the other Transactions to which Parent is a party, (B) the payment of the Aggregate Company Merger Consideration to the Participating Securityholders pursuant to this Agreement, (C) the issuance of Pubco Ordinary Shares in connection with the Mergers, (D) the amendment and restatement of the Pubco Memorandum and Articles, and (E) the Pubco LTIP, and (iii) recommended adopted a resolution recommending that the stockholders of BCAC approve and adopt Parent vote in favor of all Parent Proposals, including, without limitation, adoption of this Agreement and approval of the Mergers and the other Transactions (including the Merger)to which Parent is a party, and directed directing that this Agreement Agreement, the Mergers and the other Transactions (including the Merger), to which Parent is a party be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Each of the Pubco Board, the Parent Merger Sub Board and the Company Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which such Parent Party is a party, the Parent Merger and/or the Company Merger, as applicable, and the Merger other Transactions to which such Parent Party is a party are fair to and in the best interests of Merger Sub such Parent Party and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) adopted this Agreement and approved the Parent Merger and/or the Company Merger, as applicable, and the other Transactions to which such Parent Party is a party, and (iii) recommended that Parent as the sole stockholder of Pubco, and Pubco as the sole stockholder of each of the Merger Sub approve and Subs, as applicable, adopt this Agreement and approve the Parent Merger and/or the Company Merger, as applicable, and the other Transactions (including the Merger) to which such Parent Party is a party and directed that this Agreement Agreement, the Parent Merger and/or the Company Merger, as applicable, and the other Transactions (including the Merger) to which such Parent Party is a party be submitted for consideration by Parent as the sole stockholder of Pubco or by Pubco as the sole stockholder of each of the Merger SubSubs, as applicable. (d) The only vote of the holders of any class or series of capital stock of the Merger Sub Subs that is necessary to approve this Agreement, the Merger Mergers and the other Transactions is the affirmative vote of Pubco as the sole stockholder of the Merger SubSubs. The only vote of the holders of any class or series of capital stock of Pubco that is necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of Parent as the sole stockholder of Pubco.

Board Approval; Vote Required. Takeover Statutes; Absence of Dissenters Rights. (a) The BCAC BoardBoard of Directors of Company, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock way (the “BCAC Stockholder Company Board Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub Company and its sole stockholdershareholders, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the Ancillary Agreements and the other Transactions transactions contemplated hereby and thereby and (iii) recommended that the shareholders of Company adopt this Agreement and the Merger and directed that such matter be submitted to a vote by Company’s shareholders at the Company Shareholders Meeting. The Company Requisite Shareholder Vote is the affirmative only vote of the sole stockholder Company’s shareholders necessary (under applicable Law or otherwise) to approve this Agreement, the Merger, the Ancillary Agreements or the other transactions contemplated hereby or thereby. (b) The Board of Directors of the Company has approved the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby within the meaning of Sections 2538(b)(1) and 2555(1) of the PBCL, and Section 2538(a) of the PBCL is inapplicable to this Agreement and the Merger. The Board of Directors of the Company has taken all necessary action so that all other applicable provisions of Sections 2538 through 2588 inclusive of the PBCL and any other similar anti-takeover statute or regulation enacted under U.S. state or federal Laws applicable to the transactions contemplated by this Agreement (each, a “Takeover Statute”) will not apply to this Agreement, the Merger Subor the other transactions contemplated hereby. (c) The Merger will not entitle any holder of Company Common Stock to any “dissenters rights” as such term is used under the PBCL.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that approved this Agreement and declared its advisability and approved the payment of the Merger Consideration pursuant to this Agreement and the other Transactions and (ii) recommended the approval and adoption of this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting.Acquiror; (b) The only vote of the holders of any class or series of capital stock of BCAC Acquiror necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Acquiror Common Stock voted by the stockholders of the Acquiror at a duly held stockholders meeting (the “BCAC Acquiror Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) approved the Merger and the other Transactions, (iv) recommended that the approval and adoption of this Agreement and the Merger by the sole stockholder of Merger Sub approve Sub, and adopt this Agreement and approve the Transactions (including the Mergerv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC ShoulderUp Board and the Holdings Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has have duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC ShoulderUp, Holdings and its the Merger Subs and their stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC ShoulderUp and Holdings approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC ShoulderUp at the BCAC ShoulderUp Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC ShoulderUp or Holdings necessary to approve this Agreement, the Transactions Ancillary Agreements or the transactions contemplated herein or therein is the affirmative vote of the holders of a majority of the outstanding shares of BCAC ShoulderUp Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The boards of directors of the Merger Sub BoardSubs, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of Merger Sub Subs and its their sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Mergers and declared their advisability, (iii) recommended that the sole stockholder of the Merger Sub Subs approve and adopt this Agreement and approve the Transactions (including the Merger) Mergers and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of the Merger SubSubs. (d) The only vote of the holders of any class or series of capital stock of the Merger Sub Subs is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of the common stock of the Merger SubSubs.

Board Approval; Vote Required. 5.10.1 The SPAC Board, by unanimous written resolution, has duly resolved (ai) that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPAC and its shareholders, (ii) this Agreement and the Transactions be approved and declared their advisability, (iii) to recommend to the shareholders of SPAC that they approve and authorize this Agreement and the Transactions, and that this Agreement and the Transactions be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting. 5.10.2 The BCAC Boardonly vote of the holders of any class of share capital of SPAC necessary to approve the transactions contemplated by this Agreement is the affirmative vote (in person or by proxy) of (x) the holders of a simple majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and actually cast thereon in favor of the Ordinary Resolution Proposals and (y) the holders of at least two-thirds (2/3) of the issued and outstanding SPAC Ordinary Shares entitled to vote and actually cast thereon in favor of the Special Resolution Proposal (such affirmative votes, together, the “SPAC Shareholder Approval”). 5.10.3 The board of directors of New Holdco, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC New Holdco and its stockholderssole shareholder, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder shareholder of Merger Sub New Holdco approve and adopt this Agreement and approve the Transactions (including the Merger) Transactions, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by SPAC as the sole stockholder shareholder of Merger SubNew Holdco. 5.10.4 New Holdco, as the sole member of New SPAC, has, by way of a written consent by the sole member, duly (di) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve determined that this Agreement, the Merger Agreement and the other Transactions is transactions contemplated by this Agreement are fair to and in the affirmative vote best interests of New SPAC, and (ii) approved this Agreement and the sole stockholder of Merger SubTransactions.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC SPAC and its stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable, (iii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iiiiv) recommended that the stockholders of BCAC SPAC approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger)Transactions, be submitted for consideration by the stockholders of BCAC SPAC at the BCAC SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC SPAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC SPAC Common Stock, except as required to amend, alter or repeal any provisions of the SPAC Certificate of Incorporation, for which a vote or written consent of the holders of a majority of the shares of SPAC Class B Common Stock (then outstanding shall be required, according to Section 4.3(b)(iii) of the “BCAC Stockholder Approval”)SPAC Certificate of Incorporation. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Board of Directors of Alset (the “Alset Board”), by resolutions duly adopted by majority vote of those voting the independent members of the Alset Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Alset and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC Alset approve and adopt this Agreement and Transactions (including Mxxxxx and the Merger)other Alset Proposals, and (iv) directed that this Agreement and the Transactions (including Merger and the Merger), other Alset Proposals be submitted for consideration by the stockholders of BCAC Alset at the BCAC Stockholders’ Special Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Alset necessary to approve the Transactions Alset Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Alset Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The board of directors of Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has have duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC GigCapital2 Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC GigCapital2 and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC GigCapital2 approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC GigCapital2 at the BCAC GigCapital2 Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC GigCapital2 necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC GigCapital2 Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholdermember, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder member of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder member of Merger Sub. (d) The only vote of the holders of any class or series of capital stock units of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding Merger SubSub Interests.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parent and its stockholdersshareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended determined that the stockholders fair market value of BCAC the Company is equal to at least 80% of the Trust Account, as applicable, (iv) approved the transactions contemplated by this Agreement as a business combination, and (v) resolved to recommend that the shareholders of Parent approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger)Transactions, be submitted for consideration by the stockholders shareholders of BCAC Parent at the BCAC StockholdersParent Holders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to enter into this Agreement and to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Parent Holder Approval”). (c) The Merger Sub I Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Initial Merger and the Merger other Transactions are fair to and in the best interests of Merger Sub I and its sole stockholder, (ii) approved and adopted this Agreement Agreement, the Initial Merger and the other Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub I approve and adopt this Agreement and approve the Initial Merger and the other Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub.Sub I. (d) The only vote of the holders of any class or series of capital stock of Merger Sub I that is necessary to approve this Agreement, the Merger Mergers and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub I Common Stock. (e) The sole member of Merger Sub II, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Final Merger and the other Transactions are fair to and in the best interests of Merger Sub II and its member and (ii) approved this Agreement, the Final Merger and the other Transactions and declared their advisability. (f) The only vote of the holders of any equity securities of Merger Sub II that is necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of the holders of a majority of the Merger Sub II Membership Interests.

Board Approval; Vote Required. (a) The BCAC Orthofix Board, by resolutions duly adopted by majority a unanimous vote of those voting all of the members of the Orthofix Board at a meeting duly called and held and not subsequently rescinded or modified in any wayheld, has duly (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger and the Orthofix Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement and the Transactions transactions contemplated by this Agreement, including the Merger and the Orthofix Share Issuance, are fair to to, and in the best interests of BCAC and its stockholdersof, (ii) approved this Agreement Orthofix and the Transactions (including the Merger) and declared their advisabilityOrthofix Stockholders, (iii) recommended resolved to recommend the approval of the Orthofix Share Issuance to the Orthofix Stockholders, on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), Orthofix Share Issuance be submitted to the Orthofix Stockholders for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meetingapproval, and, subject to Section 6.04, such resolutions have not been rescinded, modified or withdrawn in any way. (b) The only affirmative vote of a majority in voting power of the holders of any class outstanding Orthofix Shares present in person or series of capital stock of BCAC represented by proxy at the Orthofix Stockholders’ Meeting and entitled to vote on the proposal to approve the Orthofix Share Issuance (the “Orthofix Stockholder Approval”) is necessary to approve the Transactions is Orthofix Share Issuance. Other than the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Orthofix Stockholder Approval”), no other corporate proceeding is necessary to authorize the execution, delivery or performance of this Agreement and the transactions contemplated thereby. (c) The Merger Sub BoardOrthofix Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are inapplicable to the execution, by resolutions duly adopted by written consent delivery and not subsequently rescinded or modified in any way, has duly (i) determined that performance of this Agreement and any of the Merger are fair transactions and other agreements contemplated hereby. No Takeover Law applies or purports to and in apply to the best interests of Merger Sub and its sole stockholderMerger, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote or any of the holders of any class transactions or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Subagreements contemplated hereby.

Board Approval; Vote Required. (a) The BCAC NAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Transactions, including the First Merger and the Second Merger, are fair to and in the best interests of BCAC NAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisabilityTransactions, (iii) recommended that the stockholders of BCAC NAC approve and adopt this Agreement, the First Merger, the Second Merger; (iv) recommended that each person who holds a NAC Warrant accept the Tender Offer and tender its NAC Warrants pursuant to the Tender Offer and approve the Warrant Amendment and (v) the Amended and Restated ParentCo Certificate of Incorporation as contemplated by this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC NAC at the BCAC NAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub ParentCo Board, by resolutions duly adopted by written consent unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly unanimously (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions and (including the Merger) and declared their advisability, (iiiii) recommended that the approval and adoption of this Agreement and the Transactions by NAC, as the sole stockholder of ParentCo (c) The board of directors of Merger Sub Corp, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has unanimously (i) approved and adopted this Agreement and the Transactions and (ii) recommended the approval and adoption of this Agreement and the Transactions by ParentCo, as the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.Corp.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC SPAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC SPAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC SPAC at the BCAC SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC SPAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC SPAC Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions Transaction is the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub Common Stock. (e) SPAC, as the sole stockholder and of Merger Sub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to, and in the best interests of, Merger Sub and SPAC and (ii) approved and adopted this Agreement and the Merger.

Board Approval; Vote Required. (a) The BCAC Ithax Board, by resolutions unanimously duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are is fair to and in the best commercial interests of BCAC Ithax and its stockholdersshareholders, (ii) approved and declared the advisability of this Agreement Agreement, the Transactions and the Transactions (including the Merger) and declared their advisabilityFinal Ithax Certificate of Incorporation, (iii) recommended that the stockholders shareholders of BCAC Ithax approve and adopt this Agreement Agreement, the Transactions and Transactions the Final Ithax Certificate of Incorporation and (including the Merger), and iv) directed that this Agreement Agreement, the Transactions and the Transactions (including the Merger), Final Ithax Certificate of Incorporation be submitted for consideration by the stockholders shareholders of BCAC Ithax at the BCAC Stockholdersmeeting of Ithax’s shareholders (the “Ithax Shareholders’ Meeting”). (b) The only votes of the holders of any class or series of share capital or capital stock of Ithax necessary to approve this Agreement and the Transactions is: (i) in respect of the Domestication only, the affirmative vote of the holders of a two-thirds majority of the then-outstanding shares of Ithax Common Stock attending and voting at a quorate shareholder meeting; and (ii) in respect of all other aspects of this Agreement and the other Transactions, the affirmative vote of the holders of a majority of the outstanding shares of Ithax Common Stock on account that such votes are to be in connection with the consummation of a business combination by Ithax. (c) The only vote of the holders of any class or series of capital stock of BCAC Merger Sub I necessary to approve this Agreement, the First Merger and the other Transactions is the affirmative vote of Ithax, the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests sole holder of Merger Sub and its sole stockholderI Units. Ithax has approved this Agreement, (ii) approved and adopted this Agreement the First Merger and the other Transactions (including the Merger) and declared their advisability, (iii) recommended that as the sole stockholder holder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger SubI Units. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is II necessary to approve this Agreement, the Second Merger and the other Transactions is the affirmative vote of Ithax, the sole stockholder holder of Merger SubSub II Units. Ithax has approved this Agreement, the Second Merger and the other Transactions as the sole holder of Merger Sub II Units.

Board Approval; Vote Required. (a) The BCAC WinVest Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement, including the Mergers, are fair to and in the best interests of BCAC WinVest, WinVest BVI and its stockholderstheir respective equity holders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of BCAC WinVest approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC WinVest at the BCAC WinVest Stockholders’ Meeting. WinVest, in its capacity as the sole shareholder of WinVest BVI, has or will have as of the Closing duly (x) determined that this Agreement and the transactions contemplated by this Agreement, including WinVest BVI (as applicable), are fair to and in the best interests of WinVest BVI and their respective equity holders, (y) approved this Agreement and the transactions contemplated by this Agreement and declared their advisability, and (z) approved and adopted this Agreement and the Mergers (as applicable). (b) The only vote of the holders of any class or series of capital stock of BCAC WinVest necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC WinVest Common Stock (the “BCAC Stockholder ApprovalWinVest Required Vote”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock securities of Merger Sub is WinVest BVI necessary to approve this Agreement, the Acquisition Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of WinVest, the sole stockholder holder of Merger Suboutstanding WinVest BVI Ordinary Shares.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC Parent approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Pace Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Pace and its stockholdersshareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Pace approve and adopt this Agreement and Transactions (including Agreement, the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders shareholders of BCAC Pace at the BCAC StockholdersPace Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock shares of BCAC Pace necessary to approve the Transactions is the affirmative vote of holders present (in person or by proxy) at the holders of Pace Shareholders’ Meeting representing (i) with respect to the Pace Proposals (other than the Domestication Merger) a majority of the then-outstanding shares Cayman Pace Ordinary Shares of BCAC Common Stock such holders present and voting and (ii) with respect to the “BCAC Stockholder Approval”)Domestication Merger, a majority of at least 2/3 of the then-outstanding Cayman Pace Ordinary Shares of such holders present and voting. (c) The board of directors of each Blocker Merger Sub BoardSub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger applicable Blocker Merger(s) are fair to and in the best interests of such Blocker Merger Sub and its sole stockholderstockholders, (ii) approved and adopted this Agreement and the Transactions (including the Mergerapplicable Blocker Merger(s) and declared their advisability, advisability and (iii) recommended that the sole stockholder stockholders of such Blocker Merger Sub approve and adopt this Agreement and approve the Transactions (including the Mergerapplicable Blocker Merger(s) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder stockholders of such Blocker Merger Sub. (d) The only vote of the holders of any class or series of capital stock of each Blocker Merger Sub is necessary to approve this Agreement, the Merger applicable Blocker Merger(s) and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of common stock in such Blocker Merger Sub.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by a majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC SPAC and its stockholders, (ii) approved this Agreement Agreement, the Transactions and the Transactions (including the Merger) and declared their advisabilityother SPAC Proposals, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and Transactions (including Merger and the Merger)other SPAC Proposals, and directed that this Agreement and the Transactions (including Merger and the Merger)other SPAC Proposals, be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (dc) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC BoardCompany Board and the Independent Committee of the Board of Directors (the “Independent Committee”), by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office, other than the Principal Stockholder) duly (i) determined that this Agreement, the Voting Agreement, the Contribution Agreement and the Merger and the Other Transactions are fair to and in the best interests of BCAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Voting Agreement, the Contribution Agreement, the Merger and the Other Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC approve and the Company adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the Company’s stockholders of BCAC at the BCAC Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the approval of this Agreement, the Voting Agreement and the Contribution Agreement by the Company Board and the Independent Committee constitutes approval of this Agreement, the Voting Agreement, the Contribution Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement, the Voting Agreement or the Contribution Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) The Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve adopt this Agreement or consummate the Other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Company Common Stock in favor of the adoption of this Agreement (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC PC3 Board, by resolutions duly adopted by majority vote all of those the directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) approved the Merger in the manner provided by the PC3 Articles and the Cayman Companies Act, (ii) determined that this Agreement and the Transactions are fair to and in the best interests of PC3 and the PC3 Shareholders, (iii) approved and adopted this Agreement and the Transactions and declared their advisability, (iv) recommended that the PC3 Shareholders approve and adopt this Agreement and the Transactions, including the Merger, and (v) directed that this Agreement and the Transactions, including the Merger, be submitted for consideration by the PC3 Shareholders at the PC3 Shareholders’ Meeting. (b) The approval and adoption of the PC3 Proposals by a simple majority (or a majority of not less than two-thirds in respect of matters required to be passed by special resolutions under the Cayman Companies Act and/or the PC3 Articles), of such shareholders being entitled to do so, is the only vote of the holders of any class or series of shares of PC3 necessary to adopt this Agreement and approve the Transactions (the “PC3 Required Shareholders Approval”). (c) The sole director of NewPubco, by resolutions duly adopted by consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC NewPubco and its stockholderssole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders PC3, as sole stockholder of BCAC approve NewPubco, approves and adopt adopts this Agreement and Transactions (including the Merger), and iv) directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ MeetingPC3. (bd) The only vote sole director of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub BoardSub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions Merger and (including the Mergeriv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (de) The only vote of the holders of any class or series of capital stock of NewPubco is necessary to approve this Agreement and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of NewPubco Common Stock. (f) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Ordinary Shares.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC SPAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC SPAC approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC SPAC at the BCAC SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote (in person or by proxy) of (x) the holders of a simple majority of the issued and outstanding shares SPAC Common Shares entitled to vote and actually cast thereon in favor of BCAC the Ordinary Resolution Proposals and (y) the holders of at least two-thirds (2/3) of the issued and outstanding SPAC Common Stock Shares entitled to vote and actually cast thereon in favor of the Special Resolution Proposal (such affirmative votes, together, the “BCAC SPAC Stockholder Approval”). (c) The Merger Sub Boardboard of directors of New SPAC, by resolutions duly adopted by written consent unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger transactions contemplated by this Agreement are fair to and in the best interests of Merger Sub New SPAC and its sole stockholdershareholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder shareholder of Merger Sub New SPAC approve and adopt this Agreement and approve the Transactions (including the Merger) Transactions, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by Dutch Holdco as the sole stockholder shareholder of Merger SubNew SPAC. (d) The only vote Only Dutch Holdco, as the sole shareholder of the holders of any class or series of capital stock of Merger Sub New SPAC, is necessary required to approve this Agreement, the Merger Agreement and the Transactions, such approval to be by way of written special resolution. (e) The management board of Dutch Holdco has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPAC and its business, taking into account the interests of its sole shareholder and its other stakeholders, (ii) approved this Agreement and the Transactions is and declared their advisability, and (iii) recommended that the affirmative vote general meeting of Dutch Holdco approve and adopt this Agreement and the Transactions, and directed that this Agreement and the Transactions be submitted for consideration by general meeting of Dutch Holdco. The general meeting of Dutch Holdco, consisting of SPAC as the sole stockholder shareholder of Merger SubDutch Holdco, approved this Agreement and the Transactions.

Board Approval; Vote Required. (a) The BCAC Xxxxxxxx Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Transactions, including the First Merger, are fair to and in the best interests of BCAC Xxxxxxxx and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) Transactions, and declared their advisability, (iii) recommended that the stockholders of BCAC Xxxxxxxx approve and adopt this Agreement, the First Merger, the other Transactions and the Amended and Restated Parentco Certificate of Incorporation as contemplated by this Agreement and Transactions (including the Merger), and directed that this Agreement Agreement, the Amended and Restated Parentco Certificate of Incorporation and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Xxxxxxxx at the BCAC Xxxxxxxx Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Parentco Board, by resolutions duly adopted by unanimous written consent or unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly unanimously (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of Merger Sub Parentco and its Xxxxxxxx, as the sole stockholderstockholder of Parentco, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the approval and adoption of this Agreement and the Transactions by Xxxxxxxx, as the sole stockholder of Parentco (c) The board of directors of Merger Sub I, by resolutions duly adopted by unanimous written consent or unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has unanimously (i) approved and adopted this Agreement, the First Merger and the other Transactions and (ii) recommended the approval and adoption of this Agreement, the First Merger and the other Transactions by Parentco, as the sole stockholder of Merger Sub approve and adopt I. (d) The board of directors of Merger Sub II has, by resolutions unanimously adopted thereby, approved this Agreement and approve the Transactions Transactions. The board of directors of Merger Sub II has (including the Mergeri) and directed determined that this Agreement and the Transactions (including are advisable and in the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock best interests of Merger Sub is necessary II and its shareholder and that, considering the financial position of the merging companies, no reasonable concern exists that the Second Surviving Company will be unable to fulfill the obligations of Merger Sub II to its creditors as a result of the Second Merger, (ii) approved this Agreement, the Second Merger and the other Transactions contemplated by this Agreement and (iii) resolved to recommend that, Parentco, the sole shareholder of Merger Sub II, approve this Agreement, the Second Merger and the other Transactions is contemplated hereby, pursuant to the affirmative vote terms hereof (which approval has been obtained prior to or simultaneously with the execution of the sole stockholder of Merger Subthis Agreement).

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any wayheld, has duly and unanimously adopted resolutions (i) determined determining that the terms of this Agreement and the Contemplated Transactions are fair to advisable and in the best interests of BCAC the Parent Stockholders and its stockholdersParent, (ii) approved approving and declaring advisable the execution, delivery and performance of this Agreement and the Contemplated Transactions (including the Merger) and declared their advisability, (iii) recommended recommending that Parent Stockholders approve the stockholders issuance of BCAC approve and adopt this Agreement and Transactions the Xxxxxxxx Stock Consideration at the Special Meeting (including herein referred to as the Merger“Parent Recommendation”), and directed that this Agreement and the Transactions (including the Merger)which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be submitted for consideration permitted by the stockholders of BCAC at the BCAC Stockholders’ MeetingSection 6.7. (b) The only New Parent Board has unanimously (i) determined the terms of this Agreement and the Contemplated Transactions are advisable and in the best interests of Parent and New Parent and (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the Contemplated Transactions. (c) The board of directors of Parent Merger Sub has unanimously (i) determined the terms of this Agreement and the Contemplated Transactions are advisable and in the best interests of New Parent and Parent Merger Sub and (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the Contemplated Transactions. (d) The affirmative vote of the majority of the votes cast by holders of shares of Parent Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting in favor of the issuance of the Xxxxxxxx Stock Consideration (the “Parent Stockholder Approval”), the New Parent Stockholder Approval and the Parent Merger Sub Stockholder Approval are the only votes of holders of any class or series of Parent’s, New Parent’s or Parent Merger Sub’s capital stock of BCAC stock, as applicable, necessary to approve in connection with the Transactions is the affirmative vote consummation of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Contemplated Transactions. (ce) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded No Parent Stockholders or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best other holders of equity interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and Parent have any dissenters’ rights or rights of appraisal relating to the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger SubContemplated Transactions. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC LOKB Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the other Transaction Documents to which LOKB is a party and the Transactions (including the Tender Offer and the Merger) are fair to and in the best interests of BCAC LOKB and its stockholders, (ii) approved this Agreement and the other Transaction Documents to which LOKB is a party and the Transactions (including the Tender Offer and the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC LOKB approve and adopt this Agreement and the Transactions (including the consummation of the Tender Offer and the Merger), ) and directed that this Agreement and the Transactions (including the consummation of the Tender Offer and the Merger), ) be submitted for consideration by the stockholders of BCAC LOKB at the BCAC LOKB Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (dc) The only vote of the holders of any class or series of capital stock Equity Interests of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Goldenstone Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called and held or by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Goldenstone and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC Goldenstone approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Goldenstone at the BCAC Goldenstone Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Goldenstone necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Goldenstone Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC GigCapital2 Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC GigCapital2 and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC GigCapital2 approve and adopt this Agreement and Transactions (including the Merger), Merger and directed that this Agreement and the Transactions (including the Merger), Merger be submitted for consideration by the stockholders of BCAC GigCapital2 at the BCAC GigCapital2 Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC GigCapital2 necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC GigCapital2 Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Company Amalgamation) are fair to to, advisable and in the best interests of BCAC SPAC and its stockholdersthe SPAC Shareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC SPAC Shareholders approve and adopt this Agreement the SPAC Proposals and Transactions (including the Merger), and iv) directed that this Agreement and the Transactions (including the Merger), SPAC Proposals be submitted for consideration by the stockholders of BCAC SPAC Shareholders at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC SPAC Shares necessary to approve the Transactions SPAC Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Requisite SPAC Approval”). (c) The Merger Sub BoardNewco Director, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Company Amalgamation are fair to to, advisable and in the best interests of Merger Sub and Newco, as its sole stockholdershareholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Company Amalgamation and declared their advisability, (iii) recommended that SPAC, as the sole stockholder shareholder of Merger Sub Newco, approve and adopt this Agreement and approve the Transactions Company Amalgamation and (including the Mergeriv) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by SPAC, as the sole stockholder shareholder of Merger SubNewco. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is the Newco Shares necessary to approve this Agreement, the Merger Agreement and the other Transactions Company Amalgamation is the affirmative vote of the sole stockholder of Merger SubSPAC.

Board Approval; Vote Required. (a) The BCAC Issuer Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Voting Agreements, the Issuer Transactions and the other Transactions are fair to to, and in the best interests interest of, the Issuer and the stockholders of BCAC and its stockholdersthe Issuer, (ii) approved approved, adopted and declared advisable this Agreement Agreement, the Voting Agreements and the Transactions (including the Merger) and declared their advisability, (iii) recommended resolved to recommend that the stockholders of BCAC the Issuer approve and adopt this Agreement and the Issuer Transactions (including the Merger), and directed that this Agreement and the Issuer Transactions (including the Merger), be submitted for consideration by the Issuer's stockholders of BCAC at the BCAC Issuer Stockholders’ ' Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC the Issuer necessary to approve this Agreement, any of the Issuer Transactions or any other Transaction to which the Issuer is a party is (i) with respect to the Share Exchange, the Issuer Stock Option Plan Amendment, the Option Liquidity Share Issuance, the Issuer ESPP Amendment, the adoption of the Issuer French Stock Option Plan and the adoption of the Issuer French ESPP (as defined below), the approval of each such transaction by the affirmative vote of the holders of a majority of the then outstanding shares of BCAC Issuer Common Stock and Issuer Preferred Stock (on an as-converted basis and voting as a single class with the “BCAC Stockholder Approval”). (cIssuer Common Stock) The Merger Sub Boardpresent in person or represented by proxy and entitled to vote at the Issuer Stockholders' Meeting, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any wayand, has duly (i) determined that this Agreement with respect to the Issuer Name Change, the Issuer Capital Stock Increase and the Merger are fair to and in Issuer Reverse Stock Split, the best interests approval of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration each such transaction by the sole stockholder of Merger Sub. (d) The only affirmative vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote a majority of the sole stockholder then outstanding shares of Merger SubIssuer Common Stock and Issuer Preferred Stock (on an as-converted basis and voting as a single class with the Issuer Common Stock) entitled to vote at the Issuer Stockholders' Meeting.

Board Approval; Vote Required. (a) The BCAC Company Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to to, and in the best interests of BCAC of, the Company and its stockholders, (ii) approved and adopted this Agreement and the Transactions (including the MergerMergers) and declared their advisability, and (iii) recommended that the stockholders of BCAC the Company approve and adopt this Agreement and approve the Transactions (including the Merger), Mergers) and directed that this Agreement and the Transactions (including the Merger), Mergers) be submitted for consideration by the stockholders of BCAC at Company’s stockholders. The Requisite Company Stockholder Approval is the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock or other Equity Securities of BCAC the Company necessary to adopt this Agreement and approve the Transactions is the affirmative vote Transactions. The Written Consent, if executed and delivered by stockholders of the Company holding sufficient shares of capital stock of the Company to deliver the Requisite Company Stockholder Approval, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of a majority any class or series of capital stock of the outstanding shares of BCAC Common Stock (Company would then be necessary to adopt this Agreement and approve the “BCAC Stockholder Approval”)Transactions. (cb) The Merger Sub Holdings Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Initial Merger are fair to to, and in the best interests of Merger Sub of, Holdings and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub Holdings approve and adopt this Agreement and approve the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) and directed that this Agreement and the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) be submitted for consideration by the sole stockholder of Merger Sub. (d) Holdings. The only vote votes of the holders of any class or series of capital stock or membership interests of Merger Sub is Holdings that are necessary to approve this Agreement, the Initial Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger SubHoldings Common Stock.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of BCAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisabilitythe Private Placements), (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and approve the Transactions (including the Merger, the Private Placements and the adoption of the Amended and Restated Articles of Association, and the Incentive Plan), and directed that this Agreement and the Transactions (including the Merger, the Private Placements and the Amended and Restated Articles of Association), be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to to, and in the best interests of of, Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (dc) The only vote votes of the holders of any class or series of capital stock or membership interests of Merger Sub is that are necessary to approve this Agreement, the Merger and the other Transactions is are the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Foresight Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated hereby, including the P3 Merger, are fair to and in the best interests of BCAC Foresight and its stockholders, (ii) approved this Agreement and the Transactions (including P3 Merger and the Merger) other Proxy Proposals and declared their advisability, (iii) recommended that the stockholders of BCAC Foresight approve and adopt this Agreement Agreement, the P3 Merger and Transactions (including the Merger)other Proxy Proposals, and directed (iv) determined that this Agreement and the Transactions (including the Merger), Proxy Proposals be submitted for consideration by the stockholders of BCAC Foresight at the BCAC Foresight Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Foresight necessary to approve this Agreement and the Transactions other Proxy Proposals is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Foresight Common Stock (the “BCAC Stockholder Approval”)and Foresight Class B Stock. (c) The manager of Merger Sub BoardSub, by written resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the P3 Merger are fair to and in the best interests of Merger Sub and its sole stockholderequityholder, (ii) approved and adopted this Agreement and the Transactions (including the P3 Merger) , and declared their advisability, (iii) recommended that the sole stockholder equityholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the P3 Merger) , and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder equityholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority a unanimous vote of those the directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of BCAC Parent and its stockholdersthe stockholders of Parent, (ii) approved and adopted this Agreement Agreement, the other Merger Transaction Documents and the Transactions (including the Merger) Parent Second Amended and Restated Certificate of Incorporation and declared their advisability, advisability and approved the payment of the Merger Consideration to the stockholders of New JC and (iii) recommended that the stockholders of BCAC Parent approve and adopt this Agreement Agreement, the Merger and the other Merger Transactions (including the Merger“Parent Board Recommendation”), and directed that this Agreement Agreement, the Merger and the Transactions (including the Merger), Parent Second Amended and Restated Certificate of Incorporation be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The approval and adoption of the Parent Proposals by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock is the only vote of the holders of any class or series of capital stock of BCAC Parent necessary to adopt this Agreement and approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Merger Transactions. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, advisability and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Merger Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Merger Transactions is the Parent’s affirmative vote of as the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC SeaSpine Board, by resolutions duly adopted by majority a unanimous vote of those voting all of the members of the SeaSpine Board at a meeting duly called and held and not subsequently rescinded or modified in any wayheld, has duly (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement and the Transactions transactions contemplated by this Agreement, including the Merger, are fair to to, and in the best interests of BCAC and its stockholdersof, (ii) approved this Agreement SeaSpine and the Transactions (including the Merger) and declared their advisabilitySeaSpine Stockholders, (iii) recommended that resolved to recommend the stockholders adoption of BCAC approve and adopt this Agreement to the SeaSpine Stockholders, on the terms and Transactions (including subject to the Merger)conditions set forth in this Agreement, and (iv) directed that this Agreement and the Transactions (including the Merger), be submitted to the SeaSpine Stockholders for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meetingadoption, and, subject to Section 6.04, such resolutions have not been rescinded, modified or withdrawn in any way. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the all outstanding shares of BCAC Common Stock SeaSpine Shares entitled to vote thereon (the “BCAC SeaSpine Stockholder Approval”)) is necessary to adopt this Agreement. Other than the SeaSpine Stockholder Approval, no other corporate proceeding is necessary to authorize the execution, delivery or performance of this Agreement and the transactions contemplated thereby. (c) The Merger Sub BoardSeaSpine Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are inapplicable to the execution, by resolutions duly adopted by written consent delivery and not subsequently rescinded or modified in any way, has duly (i) determined that performance of this Agreement and any of the Merger are fair transactions and other agreements contemplated hereby. No Takeover Law applies or purports to and in apply to the best interests of Merger Sub and its sole stockholderMerger, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote or any of the holders of any class transactions or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Subagreements contemplated hereby.

Board Approval; Vote Required. (a) The BCAC Rxxx Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Merger are fair to and in the best interests of BCAC Rxxx and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the stockholders of BCAC Rxxx approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), Merger be submitted for consideration by the stockholders of BCAC Rxxx at the BCAC Rxxx Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Rxxx necessary to approve the Transactions Merger is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Rxxx Common Stock (entitled to vote and actually cast thereon at the “BCAC Stockholder Approval”)Rxxx Stockholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC DCRB Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Merger are fair to and in the best interests of BCAC DCRB and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the stockholders of BCAC DCRB approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), Merger be submitted for consideration by the stockholders of BCAC DCRB at the BCAC DCRB Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC DCRB necessary to approve the Transactions Merger is the affirmative vote of the holders of a majority of the outstanding shares of BCAC DCRB Common Stock (entitled to vote and actually cast thereon at the “BCAC Stockholder Approval”)DCRB Stockholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Company Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to to, and in the best interests of BCAC of, the Company and its stockholders, (ii) approved and adopted this Agreement and the Transactions (including the MergerMergers) and declared their advisability, and (iii) recommended that the stockholders of BCAC the Company approve and adopt this Agreement and approve the Transactions (including the Merger), Mergers) and directed that this Agreement and the Transactions (including the Merger), Mergers) be submitted for consideration by the stockholders of BCAC at Company’s stockholders. The Requisite Company Stockholder Approval is the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to adopt this Agreement and approve the Transactions is Transactions. The Written Consent, if executed and delivered, would qualify as the affirmative Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the holders of a majority of Company would then be necessary to adopt this Agreement and approve the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Transactions. (cb) The Merger Sub Holdings Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Domestication Merger are fair to to, and in the best interests of Merger Sub of, Holdings and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the MergerDomestication Merger and the Private Placements) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub Holdings approve and adopt this Agreement and approve the Transactions (including the MergerDomestication Merger and the Private Placements) and directed that this Agreement and the Transactions (including the MergerDomestication Merger and the Private Placements) be submitted for consideration by the sole stockholder of Merger Sub. (d) Holdings. The only vote votes of the holders of any class or series of capital stock or membership interests of Merger Sub is Holdings that are necessary to approve this Agreement, the Domestication Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger SubHoldings Common Stock.

Board Approval; Vote Required. (a) The BCAC GX Board, by resolutions duly adopted by majority unanimous vote of those voting the members of the GX Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC GX and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC GX approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger)Mergers, be submitted for consideration by the stockholders of BCAC GX at the BCAC GX Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC GX necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC GX Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The First Merger Sub Board and Second Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has have each duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of First Merger Sub and its Second Merger Sub and their sole stockholderstockholder or member, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Mergers and declared their advisability, and (iii) recommended that the sole stockholder of First Merger Sub and Second Merger Sub, respectively, approve and adopt this Agreement and approve the Transactions (including the Merger) Mergers and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder and member of First Merger Sub and Second Merger Sub. (d) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of First Merger Sub Common Stock and the affirmative vote of the holders of a majority of the outstanding membership interests of Second Merger Sub.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority unanimous vote of those voting the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which Parent is a party, the Merger and the other Transactions are fair to to, and in the best interests of BCAC of, Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) approved (A) this Agreement, the Ancillary Agreements, the Merger and the other Transactions to which Parent is a party, (B) the payment of the Aggregate Merger Consideration to the Participating Securityholders pursuant to this Agreement, (C) the issuance of shares of Parent Common Stock in connection with the Merger, (D) the amendment and restatement of (1) the Parent Certificate of Incorporation substantially in the form attached hereto as Exhibit A (including the renaming of Parent to “True Velocity, Inc.” in connection with the filing of such amendment and restatement) and (2) the Parent Bylaws substantially in the form attached hereto as Exhibit B, and (E) the Parent LTIP, and (iii) recommended adopted a resolution recommending that the stockholders of BCAC approve and adopt Parent vote in favor of all Parent Proposals, including, without limitation, adoption of this Agreement and approval of the Merger and the other Transactions (including the Merger)to which Xxxxxx is a party, and directed directing that this Agreement Agreement, the Merger and the other Transactions (including the Merger), to which Parent is a party be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Ancillary Agreements to which Merger Sub is a party, the Merger and the other Transactions to which Merger Sub is a party are fair to and in the best interests of Merger Sub and Parent as its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (ii) adopted this Agreement and approved the Merger and the other Transactions to which Xxxxxx Sub is a party, and (iii) recommended that Parent as the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger and the other Transactions (including the Merger) to which Xxxxxx Sub is a party and directed that this Agreement Agreement, the Merger and the other Transactions (including the Merger) to which Xxxxxx Sub is a party be submitted for consideration by Parent as the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the Parent as the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority vote all of those the directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that approved and adopted this Agreement and the Transactions are fair to Parent Second Amended and in the best interests Restated Certificate of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) Incorporation and declared their advisability, advisability and approved the payment of the Aggregate Transaction Consideration to the Blocker Member and the Company Members and (iiiii) recommended that the stockholders of BCAC Parent Stockholders approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement Agreement, the Transactions and the Transactions (including the Merger), Parent Second Amended and Restated Certificate of Incorporation be submitted for consideration by the stockholders of BCAC Parent Stockholders at the BCAC Parent Stockholders’ Meeting. (b) The approval and adoption of the Parent Proposals by the Parent Stockholders at the Parent Stockholders’ Meeting is the only vote of the holders of any class or series of capital stock of BCAC Parent necessary to adopt this Agreement and approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”)Transactions. (c) The Parent, as the sole member and manager of Merger Sub Board1, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the First Blocker Merger are fair to and in the best interests of Merger Sub 1 and its sole stockholder, Parent and (ii) approved and adopted this Agreement and the Transactions First Blocker Merger. (including the Mergerd) and declared their advisabilityParent, (iii) recommended that as the sole stockholder member and manager of Merger Sub approve 2, by resolutions duly adopted by written consent and adopt this Agreement and approve the Transactions not subsequently rescinded or modified in any way, has duly (including the Mergeri) and directed determined that this Agreement and the Transactions (including Second Blocker Merger are fair to and in the Merger) be submitted for consideration by the sole stockholder best interests of Merger SubSub 2 and Parent and (ii) approved and adopted this Agreement and the Second Blocker Merger. (de) The only vote of Parent, as the holders of any class or series of capital stock sole member and manager of Merger Sub is necessary to approve 3, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger Agreement and the other Transactions is First Company Merger are fair to and in the affirmative vote best interests of Merger Sub 3 and Parent and (ii) approved and adopted this Agreement and the First Company Merger. (f) Parent, as the sole stockholder member and manager of Merger SubSub 4, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Second Company Merger are fair to and in the best interests of Merger Sub 4 and Parent and (ii) approved and adopted this Agreement and the Second Company Merger.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by a majority vote of those voting at a meeting duly called and held held, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parent and its stockholders, (ii) approved approved, among other things, the execution, delivery and performance of this Agreement, the other Transaction Documents and the Transactions and declared their advisability upon the terms and subject to the conditions set forth herein, (iii) resolved to recommend the approval of the issuance of the shares of Parent Class A Common Stock pursuant to the Warrant as contemplated by this Agreement and the Transactions (including issuance of the Merger) and declared their advisability, (iii) recommended that shares of Parent Class A Common Stock pursuant to the Option Agreement by the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), Parent entitled to vote thereon and directed that this Agreement and the Transactions (including the Merger), such matter be submitted for consideration by of the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. , and (biv) approved the Articles of Amendment to be filed on the Closing Date, subject to the terms and conditions set forth herein, and which designates a portion of the Company’s Preferred Stock as the Parent Series B Preferred Stock. The only vote of the holders of any class or series of shares of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Required Parent Stockholder Approval”). (cb) The Merger Sub BoardXxxxxx, by resolutions duly adopted by written consent as the sole member and not subsequently rescinded or modified in any way, manager of the Purchaser has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of Merger Sub the Purchaser, and its sole stockholder, (ii) approved approved, among other things, the execution, delivery and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder performance of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger other Transaction Documents and the Transactions and declared their advisability upon the terms and subject to the conditions set forth herein. (c) No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other Transactions is form of antitakeover statute or regulation or any anti-takeover provision in the affirmative vote of Parent Organizational Documents is, and Parent has no rights plan, “poison pill” or similar agreement that is, or at the sole stockholder of Merger SubEffective Time will be, applicable to this Agreement or the Transactions.

Board Approval; Vote Required. (a) The BCAC BoardGoverning Board of Parentco, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions, including each Merger to which Parentco is a party or pursuant to which Parentco will issue any Equity Interests and the Amended and Restated Parentco Certificate of Incorporation, are fair to and in the best interests of Merger Sub Parentco and its sole stockholderequityholders, (ii) approved this Agreement, the Amended and adopted this Agreement Restated Parentco Certificate of Incorporation, and the Transactions (including the Merger) Transactions, and declared their advisability, (iii) recommended that the sole stockholder equityholders of Parentco approve and adopt this Agreement, the applicable Merger, the other Transactions and the Amended and Restated Parentco Certificate of Incorporation as contemplated by this Agreement, and directed that this Agreement, the Amended and Restated Parentco Certificate of Incorporation and the Transactions be submitted for consideration by the equityholders of Parentco at a meeting or by written consent (which approval has been obtained prior to or simultaneously with the execution of this Agreement). (b) The Governing Board of each of the Merger Subs, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions, including each Merger to which such Merger Sub is a party and the Amended and Restated Parentco Certificate of Incorporation, are fair to and in the best interests of such Merger Sub and its equityholders, (ii) approved this Agreement, the Amended and Restated Parentco Certificate of Incorporation, and the Transactions, and (iii) recommended that the equityholders of such Merger Sub approve and adopt this Agreement Agreement, the applicable Merger, the other Transactions and approve the Transactions (including the Merger) Amended and Restated Parentco Certificate of Incorporation as contemplated by this Agreement, and directed that this Agreement Agreement, the Amended and Restated Parentco Certificate of Incorporation and the Transactions (including the Merger) be submitted for consideration by the sole stockholder equityholders of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of such Merger Sub is necessary at a meeting or by written consent (which approval has been obtained prior to approve or simultaneously with the execution of this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.)

Board Approval; Vote Required. (a) The BCAC Board, Company Board by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement Agreement, the Merger and the Other Transactions are fair to and in the best interests of BCAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Merger and the Other Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC approve and the Company adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the Company's stockholders of BCAC at the BCAC Company Stockholders’ ' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL ("Section 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) The Assuming the accuracy of Parent's representations and warranties set forth in Section 4.09, the only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve adopt this Agreement or consummate the Merger and the Other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock and the Company Preferred Stock (voting on an as converted basis as provided in the Certificate of Designations governing the terms of the Company Preferred Stock), voting together as a single class, in favor of the adoption of this Agreement (the “BCAC "Stockholder Approval”"). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement (including the Domestication) are fair to and in the best interests of BCAC Acquiror and its stockholdersshareholders, (ii) approved this Agreement and the Transactions transactions contemplated by this Agreement (including the MergerDomestication) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger), Mergers be submitted for consideration by the stockholders shareholders of BCAC Acquiror at the BCAC Acquiror Stockholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC Acquiror necessary to approve the Transactions Domestication and the Mergers is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Acquiror Stockholders’ Approval”). (c) The First Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the First Merger are fair to and in the best interests of First Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) First Merger and declared their its advisability, (iii) recommended that the sole stockholder of First Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) First Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of First Merger Sub. (d) Acquiror, as the sole member of Second Merger Sub, has authorized, approved and adopted this Agreement, the Second Merger and the other transactions contemplated by this Agreement pursuant to written resolutions not subsequently rescinded or modified in any way. (e) The only vote of the holders of any class or series of capital stock of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of First Merger Sub Common Stock and the affirmative vote of Acquiror as the sole stockholder member of Second Merger Sub.

Board Approval; Vote Required. (a) The BCAC TortoiseCorp Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC TortoiseCorp and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC TortoiseCorp approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC TortoiseCorp at the BCAC TortoiseCorp Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC TortoiseCorp necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC TortoiseCorp Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of BCAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders shareholders of BCAC Acquiror at the BCAC Stockholders’ Acquiror General Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Acquiror necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Acquiror Common Stock (the “BCAC Stockholder Approval”)Stock, voting as a single class. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Board, Company Board by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded rescinded, modified or modified withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office and duly elected, subject to the terms and conditions set forth herein, has (i) determined that this Agreement and the Transactions are fair to Merger is advisable and in the best interests of BCAC and its the Company’s stockholders, (ii) approved this Agreement Agreement, the Merger and the Other Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders approval and adoption of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration . The approval of this Agreement by the stockholders Company Board constitutes approval of BCAC at this Agreement, the BCAC Stockholders’ MeetingMerger and the other transactions contemplated hereby for purposes of Section 203 of the DGCL (“Section 203”) and for all provisions of the Company’s certificate of incorporation and bylaws and represents the only action necessary to ensure that the restrictions of Section 203 (and the restrictions in the Company’s certificate of incorporation and bylaws) do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to this Agreement or the Merger or the Other Transactions. (b) The only vote of the holders of any class or series of capital stock or other securities of BCAC the Company necessary to approve adopt this Agreement or consummate the Merger or the Other Transactions under the DGCL, under the Company’s certificate of incorporation or bylaws or under any other applicable Law, Contract to which the Company is a party or constituent document is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Company Common Stock entitled to vote in favor of the adoption of this Agreement (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

Board Approval; Vote Required. (a) The BCAC Spartan Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of BCAC Spartan and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of BCAC Spartan approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC Spartan at the BCAC Spartan Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Spartan necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Spartan Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority unanimous vote of those voting the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC Parent and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the stockholders of BCAC Parent approve and adopt this Agreement and Transactions (including the Merger)Mergers, and directed that this Agreement and the Transactions (including the Merger), Mergers be submitted for consideration by the stockholders of BCAC Parent at the BCAC Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Parent Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The First Merger Sub Board and Second Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has have each duly (i) determined that this Agreement and the Merger Mergers are fair to and in the best interests of First Merger Sub and its Second Merger Sub and their sole stockholderstockholder or member, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger to which each is a party and declared their advisability, and (iii) recommended that the sole stockholder and member of First Merger Sub and Second Merger Sub, respectively, approve and adopt this Agreement and approve the Transactions (including the First Merger and Second Merger) , respectively and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder and member of First Merger Sub and Second Merger Sub. (d) The only vote of the holders of any class or series of capital stock or other equity interest of First Merger Sub and Second Merger Sub that is necessary to approve this Agreement, the Merger Mergers and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of First Merger Sub Common Stock and the affirmative vote of the holders of a majority of the outstanding membership interests of Second Merger Sub.

Board Approval; Vote Required. (a) The BCAC Acquiror Board (acting following consultation with a duly formed transaction committee of the Acquiror Board), by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of BCAC Acquiror and its stockholders, ; (ii) approved this Agreement Agreement, the Restated Acquiror Charter and the Transactions (including the Merger) Transactions; and declared their advisability, (iii) recommended that the stockholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including Agreement, the Merger)Restated Acquiror Charter, and directed that this Agreement and the Transactions (including the Blocker Mergers and the OpCo Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote board of the holders directors of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub BoardMergerCo1, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any wayconsent, has duly (i) determined that this Agreement and the Merger Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of Merger Sub MergerCo1 and its sole stockholder, stockholder and (ii) approved and adopted this Agreement and the Transactions Transactions. (including the Mergerc) and declared their advisabilityThe sole member of MergerCo2, by resolutions duly adopted by written consent, has duly (iiii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed determined that this Agreement and the Transactions (Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of MergerCo2 and its sole member and (ii) be submitted for consideration by approved and adopted this Agreement and the sole stockholder of Merger SubTransactions. (d) The only vote sole member of Holdings I, by resolutions duly adopted by written consent, has duly (i) determined that this Agreement and the holders Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of any class or series Holdings I and its sole member and (ii) approved and adopted this Agreement and the Transactions. (e) The sole member of capital stock Holdings II, by resolutions duly adopted by written consent, has duly (i) determined that this Agreement and the Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of Holdings II and its sole member and (ii) approved and adopted this Agreement and the Transactions. (f) The sole member of OpCo Merger Sub, by resolutions duly adopted by written consent, has duly (i) determined that this Agreement and the Transactions, including the OpCo Merger, are fair to and in the best interests of OpCo Merger Sub is necessary to approve and its sole member and (ii) approved and adopted this Agreement, the Merger Agreement and the other Transactions is Transactions. (g) The board of directors of Acquiror Sub, by resolutions duly adopted by unanimous written consent, has duly (i) determined that this Agreement and the affirmative vote Transactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of the Acquiror Sub and its sole stockholder of Merger Suband (ii) approved and adopted this Agreement and the Transactions.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC SPAC and its stockholdersshareholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and Transactions (including the SPAC Merger), and directed that this Agreement and the Transactions (including the Merger), SPAC Merger be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Transactions is the affirmative vote (in person or by proxy) of (x) such persons required to pass the Ordinary Resolution Proposals under Cayman Islands Law and the SPAC Formation Documents, being the holders of a simple majority of the issued and outstanding shares SPAC Ordinary Shares who attend and are entitled to vote at the SPAC Shareholders’ Meeting and vote in favor of BCAC Common Stock the Ordinary Resolution Proposals and (y) such persons required to pass a Special Resolution under Cayman Islands Law and the SPAC Formation Documents, being the holders of at least two-thirds (2/3) of the issued and outstanding SPAC Ordinary Shares who attend and are entitled to vote at the SPAC Shareholders’ Meeting and vote at such SPAC Shareholders’ Meeting in favor of the Special Resolution Proposal (such affirmative votes, together, the “BCAC Stockholder SPAC Shareholder Approval”). (c) The Merger Sub Boardboard of directors of New SPAC, by resolutions duly adopted by written consent unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of Merger Sub New SPAC and its sole stockholdershareholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, and (iii) recommended that the sole stockholder shareholder of Merger Sub New SPAC approve and adopt this Agreement and approve the Transactions (including the Merger) Transactions, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by Irish Holdco as the sole stockholder shareholder of Merger SubNew SPAC. (d) The approval of Irish Holdco, as the sole shareholder of New SPAC, is the only vote of the holders of any class or series of capital stock of Merger Sub is required shareholder approval necessary for New SPAC to approve enter into this Agreement, the Merger Agreement and the Transactions, such approval to be by way of written special resolution. (e) The management board of Irish Holdco has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of SPAC and its business, taking into account the interests of its sole shareholder and its other stakeholders, (ii) approved this Agreement and the Transactions is and declared their advisability, and (iii) recommended that the affirmative vote general meeting of Irish Holdco approve and adopt this Agreement and the Transactions, and directed that this Agreement and the Transactions be submitted for consideration by general meeting of Irish Holdco. The general meeting of Irish Holdco, consisting of SPAC as the sole stockholder shareholder of Merger SubIrish Holdco, approved this Agreement and the Transactions.

Board Approval; Vote Required. (a) The BCAC Parent Board, by resolutions duly adopted by majority vote all of those the directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that approved and adopted this Agreement and declared its advisability and approved the Transactions are fair payment of the Aggregate Merger Consideration to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ MeetingCompany. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub I Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub I and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, advisability and (iii) recommended that the sole stockholder of Merger Sub I approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub.Sub I. (dc) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote Parent’s adoption of this Agreement (as the sole stockholder of Merger SubSub I) after the execution hereof. (d) The Merger Sub II Manager, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub II and its sole equityholder, and (ii) approved and adopted this Agreement and the Merger and declared their advisability. No vote of the sole equityholder of Merger Sub II is required to approve this Agreement and the Merger.

Board Approval; Vote Required. (a) The BCAC Xtribe Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by majority unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any way, has duly (ia) determined that this Agreement and the Transactions other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, are advisable and fair to and in the best interests of BCAC Xtribe PLC and its stockholders, (iib) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the Transactions (other Transaction Documents to which Xtribe PLC is a party, including the Merger) Pre-Closing Reorganization Documents, and declared their advisability, . The Company Board has unanimously (iiia) recommended declared that the stockholders of BCAC approve and adopt transactions contemplated by this Agreement and Transactions (the other Transaction Documents, including the Merger)Acquisition Merger and the Pre-Closing Reorganization, and this Agreement are in the best interests of the Company, (b) approved and authorized the transactions contemplated by this Agreement and the other Transaction Documents, including the Acquisition Merger and the Pre-Closing Reorganization, this Agreement and the other Transaction Documents, in each case, on the terms and subject to the conditions set forth in this Agreement and the other Transaction Documents; (c) duly authorized and approved the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is or will be a party; and (d) directed that this Agreement and the Transactions (including the Merger), Second Plan of Merger be submitted to the shareholders of the Company (after giving effect to the Sale) for consideration by approval in accordance with the stockholders terms hereof and recommended that such shareholders adopt and authorize this Agreement and the Second Plan of BCAC at Merger. The Requisite Approval is the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock shares of BCAC the Company necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Merger Sub Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to approve adopt this Agreement, the Merger Agreement and the other Transactions Transaction Documents to which it is a party, including the affirmative vote of Pre-Closing Reorganization, and approve the sole stockholder of Merger SubTransactions.

Board Approval; Vote Required. (a) The BCAC SPAC Board, by resolutions duly adopted by majority a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to and in the best interests of BCAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions (including the MergerMergers and the Private Placements) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC SPAC approve and adopt this Agreement and approve the Transactions (including the MergerMergers and Private Placements), and directed that this Agreement and the Transactions (including the MergerMergers and the Private Placements), be submitted for consideration by the stockholders shareholders of BCAC SPAC at the BCAC StockholdersSPAC Shareholders’ Meeting. (b) The only vote of the holders of any class or series of share capital stock of BCAC SPAC necessary to approve the Domestication Merger is the affirmative vote of the holders of two thirds of the outstanding SPAC Class A Ordinary Shares who, being eligible to do so, attend and vote at the SPAC Shareholders’ Meeting and to approve the other Transactions is the affirmative vote of the holders of a majority of the then-outstanding shares of BCAC Common Stock (SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the “BCAC Stockholder Approval”)SPAC Shareholders’ Meeting. (c) The Merger Sub Board, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Acquisition Merger are fair to to, and in the best interests of of, Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Acquisition Merger) and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Acquisition Merger) and directed that this Agreement and the Transactions (including the Acquisition Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote votes of the holders of any class or series of capital stock or membership interests of Merger Sub is that are necessary to approve this Agreement, the Acquisition Merger and the other Transactions is are the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC BAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC BAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC BAC approve and adopt this Agreement and Transactions (including the Merger)Transactions, and directed that this Agreement and the Transactions (including the Merger)Transactions, be submitted for consideration by the stockholders of BCAC BAC at the BCAC BAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC BAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC BAC Common Stock (the “BCAC Stockholder Approval”)Stock. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The BCAC Acquiror Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Merger) are fair to and in the best interests of BCAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders shareholders of BCAC Acquiror approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders shareholders of BCAC Acquiror at the BCAC Stockholders’ Acquiror General Meeting. (b) The only vote of the holders of any class or series of capital stock shares of BCAC Acquiror necessary to approve the Transactions (other than the Domestication and approval of the Acquiror Bylaws) is the affirmative vote of the holders of a simple majority of the outstanding shares of BCAC Acquiror Common Stock Stock, voting as a single class, cast at the Acquiror General Meeting in accordance with the Acquiror Articles of Association. The Domestication and approval of the Acquiror Bylaws are required to be approved by way of a special resolution of the holders of Acquiror Class B Ordinary Shares (the “BCAC Stockholder Domestication Approval”), being the affirmative vote of holders of a majority of not less than two-thirds of the outstanding Acquiror Class B Ordinary Shares, voting as a single class, cast at the Acquiror General Meeting in accordance with the Acquiror Articles of Association. (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement is the affirmative vote of the sole stockholder holders of a majority of the outstanding shares of Merger SubSub Common Stock.