Common use of Conditions to Obligations of All Parties Clause in Contracts

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Target Company Vote. (b) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked... (de) Xxxx Dxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (ef) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Target Company Vote. (b) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (de) Xxxx Dxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (ef) Holdings must have received executed a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or have executed an engagement letter (or similar written indication) from with an underwriter contemplating relating to an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, as of immediately following the Merger and the Other Business Combinations and prior to any other financing or investment (including, without limitation, any private investment in public equity) and prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements Each of Kxxx Xxxxxxx and Jxxxxxx Xxxxxx, currently employed by Target Company, shall have closed received employment offers from Holdings or close simultaneously with its Affiliate to become effective as of the Closingclosing of a SPAC Merger or at the effective time of an IPO, as the case may be.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Target Company Vote. (b) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked... (de) Xxxx Dxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (ef) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements Each of Mxxxxx Xxxxxx and Sxxxx Xxxxxxx, currently employed by Target Company, shall have closed received employment offers from Holdings or close simultaneously with its Affiliate to become effective as of the Closingclosing of a SPAC Merger or at the effective time of an IPO, as the case may be.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Target Company Vote. (b) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (de) Xxxx Dxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (ef) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements Jxxx Xxxxxxx, currently employed by the Target Company, shall have closed received an employment offer from Holdings to become effective as of the closing of the SPAC Merger or close simultaneously with at the Closingeffective time of the IPO, as the case may be. (h) Completion of the Indebtedness Unassumed Conversion on terms and conditions that are satisfactory to the Parties.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Target Company Vote. (b) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked... (de) Xxxx Dxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (ef) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements Jxxxxx Xxxxx, Bxxxx Xxxxxx, and Rxxxxx Xxxxxx, currently employed by Target Company, shall have closed received employment offers from Holdings or close simultaneously with its Affiliate to become effective as of the Closingclosing of a SPAC Merger or at the effective time of an IPO, as the case may be.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by the Requisite Partners’ Consent and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger and the issuance of Parent Common Stock pursuant to (i) the HSR Act Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, (iv) the Matrix Operator Stock Exchange Agreement, and applicable Danish or E.U. law, if any(v) the Debt Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the applicable waiting period Requisite Exchange Approvals in accordance with the CCC, TBOC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Debt Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Partnership shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyPartnership, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) At the Closing, the Board of Directors of Buyer shall fix the number of directors of Buyer at seven and shall appoint the following as members of the Board of Directors: (i) five individuals designated by Buyer, and (ii) two individuals designated by Seller. The filings identity of AIRO Group, Holdings such members and the Target Company pursuant to number of years of their terms of service are reflected on Section 6.01(a) of the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedDisclosure Schedules. (b) Buyer shall have obtained the requisite approvals and authorization under its certificate of incorporation for the issuance of the Buyer Shares to the Seller Parties hereunder, including without limitation the filing of the Certificate of Designation authorizing the Buyer Shares with the Delaware Secretary of State, free and clear from any Encumbrances. (c) Buyer and the Company shall have mutually agreed to enter into written employment agreements in a form reasonably acceptable to each party and to the compensation to the individuals, as well as establishing a pool of shares issuable under equity compensation awards that may be granted at the direction of an authorized officer designated hereunder by Seller, in each case as more particularly set forth in Section 6.01(c) of the Disclosure Schedules. (d) Each of Buyer, Seller, and the Agora Shareholders shall have obtained the requisite approvals and authorizations to perform their respective obligations under this Agreement, and have duly executed and delivered this Agreement to the other parties. (e) The Company shall have withdrawn the Agora Registration Statement. (f) Buyer shall have received firm commitments of at least $10,000,000 in gross capital proceeds for a capital raising transaction to be consummated by Buyer following the execution of this Agreement which shall constitute a condition to close this Agreement. The calculation of gross proceeds shall not include capital received from any existing investors in Buyer. The terms of such capital raising transaction must be acceptable to Buyer in its reasonable discretion. (g) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditionsconditions any one or more of which may be waived (if legally permitted) in writing by all of such Parties: (a) The filings of AIRO Group, Holdings and the Target Company pursuant Subject to the HSR Act and applicable Danish last paragraph of this Section 10.01, all consents or E.U. law, if any, approvals from Governmental Authorities shall have been made and received for the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) transfer of the Company’s Business to ParentCo. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) No Action shall have been commenced against ParentCo, MedMen, Transferors or the Companies, which if successful, would prevent the Transaction. (c) The Target Company Interim Order and the Final Order shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Companybeen obtained on terms consistent with this Agreement, and no such consent, authorization, order and approval shall not have been revokedset aside or modified in a manner unacceptable to any of ParentCo, MedMen or the Companies, on appeal or otherwise. (d) Xxxx executed employment agreements The MedMen Arrangement Resolution shall have been passed by the MedMen Shareholders at the MedMen Meeting in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent accordance with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing DateInterim Order. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (The ParentCo Shareholder Approval and the Other Business Combination Parties, on a consolidated basis, prior approval of Merger Sub pursuant to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations Section 8.03 shall have occurredbeen obtained. (f) The Other Business Combination Agreements Notice of Articles and Articles of ParentCo shall provide for an authorized capital structure that is identical to that of MedMen. (g) The shareholder of ParentCo shall have closed or close simultaneously elected the MedMen Nominees and the Company Nominees to the board of directors of ParentCo. (h) There shall be no resale restrictions on the ParentCo Shares issued in connection with the ClosingExchange or the Arrangement under Canadian Securities Laws, except in respect of those holders as are subject to restrictions on resale as a result of being a “control person” under Canadian Securities Laws and the ParentCo Shares shall be freely tradable on the CSE. (i) The distribution of the ParentCo Shares to the holders of MedMen Shares in connection with the Arrangement shall be exempt from the prospectus requirements of Canadian Securities Laws and shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof. (j) The ParentCo Class B Subordinate Voting Shares shall have been conditionally approved for listing, subject to issuance, on the CSE. (k) MedMen, ParentCo and the Company shall have mutually agreed to the Interim Spending Plan. (l) The HSR waiting period (and any extensions thereof) shall have expired or been terminated. (m) Management Agreements have been entered into for all Companies that hold Non-Key Licenses.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the Mergers and the other transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment (or waiver, to the extent permitted by Law), at or prior to the Closing, of each of the following conditions: (a) The filings Parent Shareholder Approval shall have been obtained and shall be valid and in full force and effect. (b) Filings of AIRO Group, Parent and Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bc) No Governmental Authority of competent jurisdiction shall have enactedcommenced, issuedand not terminated or withdrawn, promulgatedany Action against Parent, enforced Merger Sub 1, Merger Sub 2 or entered any Holdings Entities for the purpose of obtaining any Governmental Order which is in effect and has that would have the effect of making the consummation of the Mergers or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order after the date of this Agreement, and no Law shall have been enacted or promulgated after the date of this Agreement, in each case, which is in effect and has the effect of making the consummation of the Mergers or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, other than Federal Cannabis Laws. (e) Parent shall have closed an equity investment in Parent from various investors in an aggregate amount at least equal to $75 million. (f) Holdings, the Companies or Parent, as applicable, shall have received the Regulatory Consents, and Parent shall have received all required consents, authorizations, orders and approvals from the Governmental Authorities with respect to Parent Cannabis Laws and the Missouri Cannabis Laws referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.02, in each case, in form and substance reasonably satisfactory to Holdings and the Target Companyother party, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements Holdings Restructuring shall have closed or close simultaneously been completed in accordance with the ClosingSection 5.19.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment (or waiver, to the extent permitted by Law), at or prior to the Closing, of each of the following conditions: (a) The filings Requisite Company Vote shall have been obtained and shall be valid and in full force and effect. (b) Parent Shareholder Approval shall have been obtained and shall be valid and in full force and effect. (c) Filings of AIRO Group, Holdings Parent and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bd) No Governmental Authority of competent jurisdiction shall have enactedcommenced, issuedand not terminated or withdrawn, promulgatedany Action against Parent, enforced Merger Sub or entered the Company for the purpose of obtaining any Governmental Order which is in effect and has that would have the effect of making the consummation of the Merger or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (ce) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order after the date of this Agreement, and no Law shall have been enacted or promulgated after the date of this Agreement, in each case, which is in effect and has the effect of making the consummation of the Merger or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, other than Federal Cannabis Laws. (f) Parent shall have closed an equity investment in Parent from various investors in an aggregate amount at least equal to $75 million. (g) The Target Company or Parent, as applicable, shall have received the Regulatory Consents, and Parent shall have received all required consents, authorizations, orders and approvals from the Governmental Authorities with respect to Parent Cannabis Laws and the Nevada Cannabis Laws referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.02, in each case, in form and substance reasonably satisfactory to Holdings and the Target Companyother party, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment (or waiver, to the extent permitted by Law), at or prior to the Closing, of each of the following conditions: (a) The filings Requisite Company Vote shall have been obtained and shall be valid and in full force and effect. (b) Parent Shareholder Approval shall have been obtained and shall be valid and in full force and effect. (c) Filings of AIRO Group, Holdings Parent and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bd) No Governmental Authority of competent jurisdiction shall have enactedcommenced, issuedand not terminated or withdrawn, promulgatedany Action against Parent, enforced Merger Sub or entered the Company for the purpose of obtaining any Governmental Order which is in effect and has that would have the effect of making the consummation of the Merger or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (ce) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order after the date of this Agreement, and no Law shall have been enacted or promulgated after the date of this Agreement, in each case, which is in effect and has the effect of making the consummation of the Merger or the other transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, other than Federal Cannabis Laws. (f) Parent shall have closed an equity investment in Parent from various investors in an aggregate amount at least equal to $75 million. (g) The Target Company or Parent, as applicable, shall have received the Regulatory Consents, and Parent shall have received all required consents, authorizations, orders and approvals from the Governmental Authorities with respect to Parent Cannabis Laws and the Utah Cannabis Laws referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.24.02, in each case, in form and substance reasonably satisfactory to Holdings and the Target Companyother party, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall Transactions will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings AINC and the Target Company Remington Parties, pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall must have been made and the applicable waiting period and any extensions thereof shall must have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (b) No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Transactions or causing any of the transactions contemplated hereunder Transactions to be rescinded following completion thereofof any Transaction. (c) This Agreement and the Transactions must have been duly approved by the Required Stockholder Vote. (d) The Target Company shall have received all consentsRemington Contribution Agreement and the Hotel Services Agreement shall, authorizationsin form and substance, orders be reasonably satisfactory to AINC and approvals from the Governmental Authorities Bennetts. (e) The Transactions referred to in Section 3.2 2.03 (including, without limitation, the Merger) that must be completed before or simultaneous with the Closing must be completed and Holdings shall consummated as specified in Section 2.03. (f) The Transactions would not give rise to termination, penalty or similar rights of any counterparty of any AINC Party or any Remington Company under any material agreement pursuant to which AINC Parties or Remington Companies provide services. (g) AINC must have received all consents, authorizations, orders and approvals from the Governmental Authorities referred an opinion of New Holdco’s Tax Advisors or counsel reasonably satisfactory to in Section 5.2, in each caseAINC, in form and substance reasonably satisfactory to Holdings and the Target CompanySpecial Committee, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective dated as of the Closing Date, that at a confidence level of “more likely than not” or higher, based upon the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the status of AHT, Braemar and any other real estate investment trust then being advised by AINC as real estate investment trusts within the meaning of Section 856(a) of the Code shall not be adversely affected in any material respect as a result of the conveyance of the Transferred Securities by Xxxxxx Xxxxxxx, Xx., Cowen, Welter, and MJB Investments to New Holdco. (eh) Holdings The Internal Revenue Service must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and issued the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredPrivate Letter Ruling. (fi) The Other Business Combination Agreements shall have closed or close simultaneously Completion of the divestiture by AHT and Braemar of their AINC Stock in a manner that complies with the ClosingPrivate Letter Ruling.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO GroupBuyer, Holdings and the Target Company Seller or ExchangeCo pursuant to the HSR Act and or other applicable Danish Law relating to antitrust, competition or E.U. lawforeign investment matters, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (bi) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereofthereof and (ii) there shall be no Action pending, or overtly threatened in writing, by an official of a Governmental Authority in which such Governmental Authority indicates that it intends to challenge or seek to restrain or prohibit the consummation of such transactions, but not including any notice received by a Governmental Authority that pursuant to applicable law such Governmental Authority reserves the right to review the transactions in the future. (c) The Target Company Seller or ExchangeCo, as applicable, shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from 3.05 of the Governmental Authorities referred to in Section 5.2Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Holdings Buyer and the Target CompanySeller, and no such consent, authorization, order and approval shall have been revoked.. Purchase Agreement 68 Project Acorn (d) Xxxx executed employment agreements in Seller has obtained the form and substance reasonably satisfactory Required Seller’s Stockholder Vote with respect to the parties transactions contemplated by and between the Target Company and such key executives as determined by Holdings this Agreement and the Target Company (and otherwise as consistent with Ancillary Documents, in each case to the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateextent that stockholder approval is required by Law. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC The Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, Transaction has closed prior to such SPAC Merger the Closing or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or will close simultaneously with the Closing; provided that the condition set forth in this Section 7.01(e) shall be deemed to be waived in the event that the Merger Transaction has not closed by five (5) Business Days prior to the Outside Date.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings Buyer and the Target Company Seller pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c) The Target Company Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 and Holdings Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Buyer and the Target CompanySeller, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements The Bankruptcy Court shall have entered the Sale Scheduling and Procedures Order and the Sale Order substantially in the form forms affixed hereto as Exhibits B and substance reasonably satisfactory A, respectively (subject to such changes as the parties by Buyer may consent to in its sole discretion), and between provided such other relief as may be necessary or appropriate to allow the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as consummation of the Closing Datetransactions contemplated by this Agreement. The Sale Order shall have become a final and nonappealable order, unless this condition has been waived in writing by Buyer in its sole discretion. (e) Holdings must There shall not be in effect, at the Closing Date, any injunction or other binding order of any court or other tribunal having jurisdiction over Seller that prohibits the sale of the Purchased Assets to Buyer. The Sale Order shall not have received been reversed or vacated, and shall not be subject to a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, stay pending appeal. The stay provided for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPOin Section 6004(h) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements the Bankruptcy Code shall have closed or close simultaneously with been waived by the ClosingBankruptcy Court.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by the Requisite Shareholders’ Consent and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger, the issuance of Parent Common Stock pursuant to (i) the Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, (iv) this Agreement, and the issuance of Series B Preferred Stock pursuant to the HSR Act and applicable Danish or E.U. law, if anyPreferred Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the applicable waiting period Requisite Exchange Approvals in accordance with the CCC, TBOC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Corporation shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyCorporation, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by the Requisite Partners’ Consent and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger and the issuance of Parent Common Stock pursuant to (i) the HSR Act Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, (iv) the Matrix Operator Stock Exchange Agreement, and applicable Danish or E.U. law, if any(v) the Preferred Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the applicable waiting period Requisite Exchange Approvals in accordance with the CCC, TBOC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Partnership shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyPartnership, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The In addition to the provisions of ---------------------------------------- Sections 17 and 18 hereof, the obligations of each Party BANC ONE and PREMIER to consummate effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment, at satisfaction of the following conditions on or prior to the Closing, of each of the following conditionsEffective Time: (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, parties hereto shall have been made received all necessary approvals of governmental agencies and authorities of the applicable waiting period transactions contemplated by this Merger Agreement and any extensions thereof shall have expired or been terminated and any mandatory regulatory each of such approvals shall have been obtainedremain in full force and effect at the Effective Time. BANC ONE shall notify PREMIER promptly upon receipt of all necessary governmental approvals. (b) No Governmental Authority At the Effective Time, (i) no party hereto shall be subject to any order, decree or injunction of a court or governmental agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (ii) no statute, rule, regulation, order, injunction or decree shall have been enacted, issuedentered, promulgated, promulgated or enforced by any governmental authority which prohibits or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting makes illegal consummation of such transactions the Merger; and (iii) there shall have been no stop order issued or causing any threatened by the SEC that suspends or would suspend the effectiveness of the transactions contemplated hereunder to be rescinded following completion thereofregistration statement, and no proceeding by the SEC shall have been commenced, pending or overtly threatened for such purpose. (c) The Target Company registration statement required to be filed by BANC ONE pursuant to Section 10(d) of this Merger Agreement shall have received all consentsbecome effective by an order of the SEC, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shares of BANC ONE Common to be exchanged in the Merger shall have been revokedqualified or exempted under all applicable state securities laws. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings This Merger Agreement and the Target Company Merger shall have been duly approved and adopted by the requisite affirmative vote of the shareholders of PREMIER. (and otherwise as consistent with the term sheets signed between the Target Company and Holdingse) to be effective Coopers & Xxxxxxx shall have issued its written opinion, dated as of the Closing Date. , satisfactory to PREMIER and BANC ONE, respectively, substantially to the effect set forth in clauses (a) through (e) Holdings must have received a letter of intent (Section 11 of this Merger Agreement and there shall exist as of, at or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, immediately prior to the Effective Time, no facts or circumstances which would render such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredopinion inapplicable in any respect to the transactions to be consummated hereunder. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party all Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Preferred Exchange and shall have been duly adopted and approved by each of the Holders and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger and the issuance of Parent Common Stock pursuant to (i) the HSR Act Royale merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, and applicable Danish or E.U. law, if any(iv) the Matrix Operator Stock Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote and the applicable waiting period Requisite Matrix Vote in accordance with the CCC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Holders shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.01 in form and Holdings substance reasonably satisfactory to Royale and the Holders, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyHolders, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the Mergers have been satisfied or waived by the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Datethereto. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The In addition to the provisions of Sections 17 and 18 hereof, the obligations of each Party BANCFIRST and AMQUEST to consummate effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment, at satisfaction of the following conditions on or prior to the Closing, of each of the following conditionsEffective Time: (a) The filings parties hereto shall have received all necessary approvals of AIRO Groupgovernmental agencies and authorities of the transactions contemplated by this Merger Agreement and each of such approvals shall remain in full force and effect at the Effective Time. BANCFIRST shall notify AMQUEST promptly upon receipt of all necessary governmental approvals. At the Effective Time, Holdings (i) no party hereto shall be subject to any order, decree or injunction of a court or governmental agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; and the Target Company pursuant to the HSR Act and applicable Danish (ii) no statute, rule, regulation, order, injunction or E.U. law, if any, decree shall have been made and enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal consummation of the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedMerger. (b) No Governmental Authority The registration statement required to be filed by BANCFIRST pursuant to Section 10(d) of this Merger Agreement shall have enactedbecome effective by an order of the SEC, issuedthe shares of BANCFIRST Common to be exchanged in the Merger shall have been qualified or exempted under all applicable state securities laws, promulgated, enforced or entered any Governmental Order which is and there shall have been no stop order issued and in effect and has or threatened by the effect of making SEC that suspends or would suspend the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any effectiveness of the transactions contemplated hereunder registration statement, and no proceeding by the SEC shall have been commenced, pending or overtly threatened for such purpose and the BANCFIRST Common to be rescinded following completion thereofissued in the Merger will be authorized for trading. (c) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval This Merger Agreement shall have been revokedduly approved and adopted by the requisite affirmative vote of the shareholders of AMQUEST and BANCFIRST. (d) Xxxx executed employment agreements in the form Xxxxx and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective Xxxxxxx shall have issued its written opinion, dated as of the Closing Datedate of the Effective Time, satisfactory to AMQUEST and BANCFIRST, respectively, substantially to the effect set forth in clauses (a) through (e) of Section 12 of this Merger Agreement and there shall exist as of, at or immediately prior to the Effective Time, no facts or circumstances which would render such opinion inapplicable in any respect to the transactions to be consummated hereunder. (e) Holdings must The aggregate of (i) the fractional share interests of BANCFIRST Common to be paid in cash pursuant to Section 7(c), and (ii) the shares of BANCFIRST Common to which holders of AMQUEST Common would have received been entitled as of the Effective Time but who, as of the Effective Time, have taken steps to perfect their rights as dissenting shareholders pursuant to the provisions of applicable law, shall not be more than 10% of the maximum aggregate number of shares of BANCFIRST Common which could be issued as a letter result of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPOthe Merger, for a valuation of Holdings (and the Other Business Combination Partiesprovided, on a consolidated basishowever, prior to such SPAC Merger or IPO) of at least $850 million, assuming that "tainted" shares held as treasury stock by AMQUEST shall be regarded as dissenting shares for purposes of such valuation that all Other Business Combinations have occurredcomputation. (f) The Other Business Combination Agreements registration statement filed by BANCFIRST with the SEC registering the shares of BANCFIRST Common reserved for issuance pursuant to the exercise of options on BANCFIRST Common pursuant to the AMQUEST Options shall have closed become effective pursuant to rules and regulations of the SEC and shall have been qualified or close simultaneously exempted under all applicable state securities laws, and there shall have been no stop order issued and in effect or threatened by the SEC that suspends or would suspend the effectiveness of such registration and no proceeding by the SEC shall have been commenced, pending or overtly threatened for such purpose. (g) The Merger shall qualify as a pooling of interests in accordance with APB 16 and all rules, regulations and policies of the ClosingSEC.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings Buyer and the Target Company pursuant to Gaming Laws with respect to the HSR Act and applicable Danish or E.U. law, if any, transactions contemplated hereunder shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (b) All required Gaming Approvals with respect to the transactions contemplated hereunder have been obtained and are in effect on the Closing Date. (c) The filings of Buyer and the Company pursuant to the HSR Act with respect to the transactions contemplated hereunder shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (d) No Governmental Authority and/or Gaming Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, and no Action shall have been commenced against Buyer, any Seller or the Company, which, if successful, would prevent the Closing. (ce) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities (including Gaming Authorities) referred to in Section 3.2 3.05 and Holdings Section 3.06 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities (including Gaming Authorities) referred to in Section 5.24.02 (the “Buyer Gaming Approvals”), in each case, in form and substance reasonably satisfactory to Holdings Buyer and the Target CompanySeller Representative, and no such consent, authorization, order and approval shall have been revoked. (df) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent Simultaneously with the term sheets signed between Closing, each member of the Target Company Management Group shall enter into an employment agreement on terms and Holdings) conditions reasonably acceptable to be effective all parties thereto dated as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (fg) The Other Business Combination Agreements parties thereto shall have closed or close simultaneously with executed the ClosingWarrant Redemption Agreement and delivered a fully executed copy to Buyer, and such agreement shall remain in full force and effect.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cb) The Target Company All Governmental Consents shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each casebeen received, in form and substance reasonably satisfactory to Holdings and the Target Companyparties, and no such consent, authorization, order and approval Governmental Consent shall have been revoked. (c) No Action shall be pending seeking to restrain, prevent, change or materially delay the consummation of the transactions contemplated hereunder. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory The Spin-Off shall have been consummated on or prior to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing DateClosing. (e) Holdings must The Financing shall have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPObeen consummated, for a valuation of Holdings (in such amount and the Other Business Combination Partieson terms and conditions reasonably satisfactory to Seller, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredParent and Buyer. (f) The Other Business Combination Agreements Seller shall have closed received consents from the applicable lessor or close simultaneously with sublessor in substantially the Closingform attached hereto as Exhibit L for no less than (i) the number of Leased Real Properties that require the consent of the lessor and/or sublessor thereof to enter into the Seller Leases (such list of consents is set forth on Schedule 6.10(l)(1)), in each case duly and properly executed by the lessor or sublessor, as the case may be, less (ii) no more than fifteen (15) such consents. The Leased Real Properties that require the consent of the lessor and/or sublessor thereof to enter into the Seller Leases for which a consent has not been received are referred to herein as the “Non-Consented Properties”).

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:conditions and the satisfaction of the closing conditions set forth in Section 7.02 below (except to the extent waived by Buyers) and the satisfaction of the closing conditions set forth in Section 7.03 below (except to the extent waived by Seller), as promptly as practicable following the satisfaction of the conditions set forth below (or waiver by the party in whose favor the closing conditions are made): (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cb) The Target Company Seller and/or Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 and Holdings Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Buyers and the Target CompanySeller, and no such consent, authorization, order and approval shall have been revoked; provided however, that any consent, authorization, order or approval that cannot reasonably be determined to have a Material Adverse Effect on a party (as determined in the good faith discretion by the party for whose benefit such consent, authorization, order or approval runs) shall not be required as a condition precedent to Closing. (c) The Stock Condition shall have been satisfied by way of a shareholders meeting to be held on or before February 28, 2016 by Xenetic. Parent agrees to vote all of its shares of Xenetic common stock and to cause all of its Affiliates to vote their shares of Xenetic common stock in favor of an amendment to Xenetic’s Articles of Incorporation to authorize the issuance of up to 1.5 billion shares of common stock (or such other amount as is proposed by Xenetic at its next stockholders meeting) and in favor of any reverse stock split proposed by Xenetic in order to seek to obtain listing of its common stock on NASDAQ or NYSE MKT. (d) Xxxx executed employment agreements Xenetic and Parent shall have amended and restated the Original Convertible Note and Original Warrant in the form attached hereto as the New Original Convertible Note and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing DateWarrant. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by the Requisite Partners’ Consent and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger, the issuance of Parent Common Stock pursuant to (i) the Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, (iv) the Matrix Operator Stock Exchange Agreement, and the issuance of Series B Preferred Stock pursuant to the HSR Act and applicable Danish or E.U. law, if anyPreferred Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the applicable waiting period Requisite Exchange Approvals in accordance with the CCC, TBOC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Partnership shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyPartnership, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall Transactions will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings AINC and the Target Company PM Parties, pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall must have been made and the applicable waiting period and any extensions thereof shall must have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (b) No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Transactions or causing any of the transactions contemplated hereunder Transactions to be rescinded following completion thereofof any Transaction. (c) This Agreement and the Transactions must have been duly approved by the Required Stockholder Vote in accordance with applicable Law, the Rules of the NYSE MKT and AINC’s Organizational Documents. (d) The Target Company shall have received all consentsPM Contribution Agreement, authorizationsthe Merger Agreement, orders the Cost Sharing Agreement, and approvals from the Governmental Authorities New Holdco Restructuring Agreement shall, in form and substance, be reasonably satisfactory to AINC and the PM Parties. (e) The Transactions referred to in Section 3.2 2.03 (including, without limitation, the Merger) that must be completed before or simultaneous with the Closing must be completed and Holdings shall consummated as specified in Section 2.03. (f) The Transactions would not give rise to termination, penalty or similar rights of any counterparty of any AINC Party or any PM Company under any material agreement pursuant to which AINC Parties or PM Companies provide services, including with respect to the Project Management Business. (g) AINC must have received all consents, authorizations, orders and approvals from the Governmental Authorities referred an opinion of New Holdco’s REIT Lawyers or counsel reasonably satisfactory to in Section 5.2, in each caseAINC, in form and substance reasonably satisfactory to Holdings and the Target CompanySpecial Committee, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective dated as of the Closing Date. (e) Holdings must have received , that at a letter confidence level of intent (“more likely than not” or similar written indication) from a SPAC contemplating a SPAC Merger higher, based upon the facts, representations and assumptions set forth or an engagement letter (or similar written indication) from an underwriter contemplating an IPOreferred to in such opinion, for a valuation U.S. federal income tax purposes the status of Holdings (Ashford Hospitality Trust, Inc. and Ashford Hospitality Prime, Inc. as real estate investment trusts within the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPOmeaning of Section 856(a) of at least $850 millionthe Code shall not be adversely affected in any material respect as a result of the following transactions: (i) the conveyance of the PM LLC Transferred Securities by Xxxxxx Xxxxxxx, assuming for purposes Xx., MJB Investments and Xxxxxxx to New Holdco; (ii) the conveyance of such valuation that all Other Business Combinations have occurredthe PM LLC Transferred Securities by New Holdco to Ashford Hospitality Holdings, LLC; (iii) the conveyance of the PM LLC Transferred Securities by Ashford Hospitality Holdings, LLC to Ashford Advisors, Inc.; and (iv) the conveyance of the PM LLC Transferred Securities by Ashford Advisors, Inc. to Ashford Hospitality Advisors LLC. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall Transactions will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings the Company and the Target Company Remington Holders, pursuant to the HSR Act and applicable Danish or E.U. lawAct, if any, shall must have been made and the applicable waiting period and any extensions thereof shall must have expired or been terminated and any mandatory regulatory approvals shall have been obtainedterminated. (b) No Governmental Authority shall will have enacted, issued, promulgated, enforced or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Transactions or causing any of the transactions contemplated hereunder Transactions to be rescinded following completion thereofof any Transaction. (c) This Agreement and the Transactions must have been duly approved by the Required Stockholder Vote in accordance with applicable Law, the Rules of the NYSE MKT and the Company’s Organizational Documents. (d) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Transactions referred to in Section 3.2 2.03 that must be completed before or simultaneous with the Closing must be completed and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to consummated as specified in Section 5.2, in each case2.03. (e) The Internal Revenue Service must have issued a private letter ruling (the “Private Letter Ruling”), in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between Parties, that the Target Company and such key executives will not fail to qualify as determined by Holdings and an “eligible independent contractor” within the meaning of § 856(d)(9)(A) of the Code with respect to specified clients solely as a result of (i) the Company’s ownership interest in the Target Company Companies and (and otherwise as consistent with the term sheets signed between the Target Company and Holdingsii) to be effective as such clients’ ownership of stock of the Closing Date. (e) Holdings must have received a letter Company, including the receipt of intent (income therefrom, or similar written indication) such clients or their respective taxable REIT subsidiaries receiving key money incentives from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredCompany. (f) The Other Business Combination Agreements shall have closed or close simultaneously 100% of the membership interests in Ashford Hospitality Advisors LLC is owned by the Company. (g) Completion of the divestiture by Ashford Hospitality Trust, Inc. of its Company shares in a manner that complies with the ClosingPrivate Letter Ruling.

Conditions to Obligations of All Parties. The respective obligations of each Party to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement shall be Mergers is subject to the fulfillment, satisfaction of the following conditions at or prior to the ClosingSPAC Merger Effective Time, any one or more of each which may be waived (if legally permitted) in writing by all of the following conditionssuch parties: (a) The filings SPAC Shareholder Approval shall have been obtained; (b) The Target Company Securityholder Approvals shall have been obtained; (c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of AIRO Group, Holdings the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The shares of Flexjet Common Stock to be issued in connection with the SPAC Merger and the Target Company pursuant Merger shall have been approved for listing upon the Closing on the NYSE, subject only to notice of issuance; (e) The Flexjet Assumed Public $11.50 Warrants shall have been approved for listing upon the Closing on the NYSE, subject only to notice of issuance; (f) There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Mergers or any Law that makes the consummation of the Mergers illegal or otherwise prohibited at the SPAC Merger Effective Time or the Company Merger Effective Time, as applicable; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the Transactions; and (g) All applicable waiting periods (and any extensions thereof) under the HSR Act and all other Governmental Approvals applicable Danish or E.U. lawto the Transactions, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been terminated, or otherwise obtained, as applicable. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c) The Target Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Date. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party all Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by each of the Holders and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger and the issuance of Parent Common Stock pursuant to (i) the HSR Act Royale merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, and applicable Danish or E.U. law, if any(iv) the Matrix Operator Stock Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote and the applicable waiting period Requisite Matrix Vote in accordance with the CCC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Debt Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Holders shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.01 in form and Holdings substance reasonably satisfactory to Royale and the Holders, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyHolders, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the Mergers have been satisfied or waived by the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Datethereto. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditionsconditions any one or more of which may be waived (if legally permitted) in writing by both of the Company and Ignite CAN: (a1) The filings of AIRO Group, Holdings and the Target Company pursuant Subject to the HSR Act and applicable Danish last paragraph of this Section 10.1, all consents or E.U. law, if any, approvals from Governmental Authorities shall have been made received for the consummation of the Share Exchange and the applicable waiting period Arrangement and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) other transactions contemplated under this Agreement. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c2) The Target No Action shall have been commenced against Ignite CAN, the Transferors or the Company which, if successful, would prevent the Arrangement. (3) Prior to obtaining the Interim Order, the board of directors of Ignite CAN shall have received all consentsthe opinion (the “Fairness Opinion”) of an advisor acceptable to Ignite CAN and the Company to the effect that, authorizationsas of the date of such opinion, orders subject to the assumptions and approvals limitations set out therein, the terms and conditions of the Arrangement are fair, from a financial point of view. (4) The Interim Order and the Governmental Authorities referred to in Section 3.2 and Holdings Final Order shall have received all consentseach been obtained on terms consistent with this Agreement, authorizations, orders and approvals from shall not have been set aside or modified in a manner unacceptable to either Ignite CAN or the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval on appeal or otherwise. (5) Shareholder Approval of the Ignite CAN Arrangement Resolution shall have been revokedobtained at the Ignite CAN Meeting in accordance with the Interim Order. (d6) Xxxx executed employment agreements in The Notice of Articles and Articles of Ignite CAN shall be amended to create the form Ignite CAN Proportionate Voting Shares and substance reasonably satisfactory to redesignate the parties by and between the Target Company and such key executives Ignite CAN Common Shares as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing DateIgnite CAN Subordinate Voting Shares. (e7) Holdings must have received Except in respect of those holders as are subject to restrictions on resale as a letter result of intent (being a “control person” under Canadian Securities Laws or similar written indication) from a SPAC contemplating a SPAC Merger except for any Ignite CAN Shares required to be escrowed by the CSE, there shall be no resale restrictions on the Ignite CAN Shares issued in connection with the Share Exchange or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredArrangement under Canadian Securities Laws. (f8) The Ignite CAN Subordinate Voting Shares shall have been conditionally approved for listing, subject to issuance, on the CSE by no later than May 29, 2019. (9) The Other Business Combination Agreements HSR waiting period (and any extensions thereof) shall have closed expired or close simultaneously with been terminated. (10) The Trademark & Copyright License Agreement shall have been terminated, and the ClosingCanadian IP License Agreement and the International IP License Agreement shall have been entered into.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company pursuant to the HSR Act Exchange and applicable Danish or E.U. law, if any, shall have been made duly adopted and approved by the Requisite Partners’ Consent and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals Other Exchanges shall have been obtainedduly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger, the issuance of Parent Common Stock pursuant to (i) the Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, and (iv) the Matrix Operator Stock Exchange Agreement, and the issuance of Series B Preferred Stock pursuant to the Preferred Exchange Agreement shall have been duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the Requisite Exchange Approvals in accordance with the CCC, TBOC and the DGCL, as applicable. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Partnership shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyPartnership, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of the Parties: (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, ParentCo Arrangement Resolution shall have been made approved and adopted at the applicable waiting period ParentCo Meeting in accordance with the Interim Order and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthis Agreement. (b) The Harvest Arrangement Resolution shall have been approved and adopted at the Harvest Meeting in accordance with the Interim Order and this Agreement. (c) The Resulting Issuer Equity Incentive Plan shall have been approved and adopted at the ParentCo Meeting and at the Harvest Meeting. (d) The Interim Order and the Final Order shall have each been obtained on terms consistent with this Agreement, and shall not have been set aside or modified, on appeal or otherwise, in a manner unacceptable to any of Harvest or the Company, each acting reasonably. (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or enforced, entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Transactions or causing any of the transactions contemplated hereunder Transactions to be rescinded or otherwise modified following completion thereof. thereof (c) The Target Company or, in the case of arising in connection with the seeking of HSR Approval, any Governmental Authority shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 and Holdings filed a proceeding seeking such a Government Order); but shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (d) Xxxx executed employment agreements in the form and substance reasonably satisfactory to the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as not include any of the Closing Date. foregoing which results from any act taken by Harvest after the date of this Agreement (e) Holdings must have received a letter other than the Harvest Roll-up Exchange), including the acquisition, directly or indirectly, of intent (or similar written indication) any Permit from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredthird party. (f) The Other Business Combination Agreements Resulting Issuer Subordinate Voting Shares shall have closed or close simultaneously been conditionally approved for listing, subject to issuance, on the CSE. (g) The issuance of the Arrangement Consideration Shares, the Replacement Options and the Replacement Compensation Options shall be exempt from the prospectus requirements of Canadian Securities Laws and shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that an Arrangement Party shall not be entitled to rely on the provisions of this Section 10.01(g) if the Arrangement Parties fail to advise the Court prior to the hearing in respect of the Final Order that the Arrangement Parties will rely on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof based on the Court’s approval of the Arrangement. (h) There shall be no resale restrictions on the Arrangement Consideration Shares issued in connection with the Transactions under Canadian Securities Laws, except in respect of those holders that are subject to restrictions on resale as a result of being a “control person” under Canadian Securities Laws. (i) ParentCo shall have delivered, in accordance with the Payment Allocation Schedule and the Plan of Arrangement, (i) to the Depositary, the Arrangement Consideration Shares to be issued pursuant to the Arrangement, other than the Escrow Shares, and (ii) to the Escrow Agent, the Escrow Shares. (j) In accordance with Sections 8.03 and 8.04, Commercial Arrangements or dispositions shall have been entered into for all Non-Key Licenses save and except for Commercial Arrangements or dispositions which cannot be entered into prior to Closing, as set forth in Sections 8.03 and 8.04. (k) This Agreement shall not have been terminated.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditionsconditions any one or more of which may be waived (if legally permitted) in writing by both of the Company and Glorious: (a1) The filings of AIRO Group, Holdings and the Target Company pursuant subject to the HSR Act and applicable Danish last paragraph of this Section 10.1, all consents or E.U. law, if any, approvals from Governmental Authorities shall have been made received for the consummation of the Transaction and the applicable waiting period Arrangement and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtained. (b) other transactions contemplated under this Agreement. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.; (c2) The Target no Action shall have been commenced against Glorious, the Company Shareholders or the Company which, if successful, would prevent the Arrangement; (3) prior to obtaining the Interim Order, the board of directors of Glorious shall have received the opinion (the “Fairness Opinion”) of an advisor acceptable to Glorious and the Company to the effect that, as of the date of such opinion, subject to the assumptions and limitations set out therein, the terms and conditions of the Arrangement are fair, from a financial point of view; (4) the Interim Order and the Final Order shall have each been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either Glorious or the Company, on appeal or otherwise; (5) Shareholder Approval of the Glorious Arrangement Resolution shall have been obtained at the Glorious Meeting in accordance with the Interim Order; (6) the Notice of Articles and Articles of Glorious shall be amended to create the Glorious Multiple Voting Shares and re-designate the Glorious Common Shares as Glorious Subordinate Voting Shares; (7) except in respect of those holders as are subject to restrictions on resale as a result of being a “control person” under Canadian Securities Laws, the Lock-Up Period and any Glorious Shares required to be escrowed by the CSE or Applicable Securities Laws, there shall be no resale restrictions on the Glorious Shares issued in connection with the Transaction or the Arrangement; (8) the Glorious Subordinate Voting Shares shall have been conditionally approved for listing, subject to issuance, on the CSE by no later than November 30, 2023 or such other date as is agreed to by the Company and Glorious; (9) the issuance of the Consideration Shares is exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (10) the Company will have entered into a Founder Employment Agreement with each Founder; (11) all other consents, authorizationsassignments, waivers, permits, orders and approvals from the of all Governmental Authorities referred (including the CSE) or other persons necessary to in Section 3.2 and Holdings shall have received all consents, authorizations, orders and approvals from permit the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Holdings and completion of the Target Company, and no such consent, authorization, order and approval Transactions shall have been revoked.obtained; (d12) Xxxx executed employment agreements there being no inquiry or investigation (whether formal or informal) in the form and substance reasonably satisfactory relation to the parties Company or its respective directors or officers commenced or threatened by and between any securities commission or official of the Target CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Company and such key executives its business, assets or financial condition; and (13) except as determined disclosed in this Agreement, none of the Parties shall be subject to unresolved litigation or court proceedings. The foregoing conditions precedent are for the benefit of all Parties and may be waived by Holdings and mutual consent of the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) Glorious, in whole or in part, without prejudice to be effective as any Party’s right to rely on any other condition in favour of the Closing Dateany Party. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of AIRO Group, Holdings This Agreement and the Target Company Exchange and shall have been duly adopted and approved by the Requisite Shareholders’ Consent and the Other Exchanges shall have been duly adopted and approved by the Other Exchange Approvals. (b) This Agreement, the Royale Merger, the Matrix Merger and the issuance of Parent Common Stock pursuant to (i) the HSR Act Royale Merger, (ii) the Matrix Merger, (iii) the LP Exchange Agreements, (iv) this Agreement, and applicable Danish or E.U. law, if any(v) the Debt Exchange Agreement, shall have been made duly adopted and approved by the Requisite Royale Vote, the Requisite Matrix Vote and the applicable waiting period Requisite Exchange Approvals in accordance with the CCC, TBOC and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals shall have been obtainedthe DGCL, as applicable. (bc) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (cd) The Target Company the Registration Statement shall be declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Common Stock to be issued as the Capital Stock Consideration in connection with the Mergers and the Exchanges, and the shares of Parent Common Stock issuable on conversion of the Series B Preferred Stock to be issued in connection with the Debt Exchange Consideration, shall have been appropriately registered under the Securities Act and registered, qualified or qualified for exemption under applicable state securities Laws; (f) the Corporation shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.2 4.03 in form and Holdings substance reasonably satisfactory to Royale and Matrix, and no such consent, authorization, order and approval shall have been revoked. (g) Royale shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.25.03, in each case, in form and substance reasonably satisfactory to Holdings Royale and the Target CompanyCorporation, and no such consent, authorization, order and approval shall have been revoked. (dh) Xxxx executed employment agreements in the form and substance reasonably satisfactory All conditions to the parties Mergers have been satisfied or waived by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as of the Closing Dateparties. (e) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, prior to such SPAC Merger or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurred. (f) The Other Business Combination Agreements shall have closed or close simultaneously with the Closing.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived in writing executed by both Parent and the Company: (a) The filings of AIRO Group, Holdings and the Target Company pursuant to the HSR Act and applicable Danish or E.U. law, if any, This Agreement shall have been made duly adopted and the applicable waiting period and any extensions thereof shall have expired or been terminated and any mandatory regulatory approvals Mergers shall have been obtainedduly approved by the Requisite Company Vote. (b) The Required Approval Matters shall have been approved by the requisite vote of the shareholders of the Parent at the Parent Special Meeting (the “Required Parent Stockholder Approval”). (c) This Agreement and the Mergers shall have been approved by (i) the requisite vote of the shareholders of ASL (including Teamsun HK) (the “ASL Approval”), and (ii) the requisite vote of the shareholders of Teamsun (including the Teamsun Affiliate) (the “Teamsun Approval”). (d) No Governmental Authority Entity shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement hereunder illegal, otherwise restraining or prohibiting consummation of such any material transactions or causing any of the material transactions contemplated hereunder to be rescinded following completion thereof. (ci) The Target Company Company, ASL and Teamsun shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Entities, relevant securities exchanges and other third parties referred to in Section 3.2 Schedule 2 and Holdings (ii) Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities Entities referred to in Section 5.2Schedule 2, in each case, in form and substance reasonably satisfactory to Holdings Parent and the Target Company, and no such consent, authorization, order and approval shall have been revoked. (df) Xxxx executed employment agreements in No Actions shall have been commenced against Parent, Merger Sub 1, Merger Sub 2 or the form and substance reasonably satisfactory to Company that would restrain or prohibit the parties by and between the Target Company and such key executives as determined by Holdings and the Target Company (and otherwise as consistent with the term sheets signed between the Target Company and Holdings) to be effective as consummation of the Closing DateMergers or any other transactions contemplated hereby. (eg) Holdings must have received a letter of intent (or similar written indication) from a SPAC contemplating a SPAC Merger or an engagement letter (or similar written indication) from an underwriter contemplating an IPO, for a valuation of Holdings (and the Other Business Combination Parties, on a consolidated basis, Immediately prior to such SPAC Merger the Effective Time, Parent shall have (including amounts held in the Trust Account) net tangible assets equal to or IPO) of at least $850 million, assuming for purposes of such valuation that all Other Business Combinations have occurredgreater than the Minimum Trust Amount. (fh) The Other Business Combination Agreements After giving effect to (i) the payment by Parent to its stockholders who have validly elected to have their shares of Parent Common Stock redeemed for cash pursuant to the Parent Organizational Documents as part of the Redemption and (ii) the receipt of any Additional Equity Amount, the Available Parent Cash shall have closed or close simultaneously with be no less than the ClosingMinimum Available Parent Cash Amount.