Common use of Conditions to Obligations of Each Party’s Obligations Clause in Contracts

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be in force any Order enjoining or prohibiting the consummation of the Transactions. (d) The shares of Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any of which may be waived, to the extent permitted by Applicable Law, in writing, by any of the Parties: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be in force any Order enjoining or prohibiting the consummation of the Transactions. (d) The shares of Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company SPAC Stockholder Approval shall have been obtained. (fb) Parent SPAC shall have at least Five Million One Dollars ($5,000,001 5,000,001) of net tangible assets immediately after giving effect to the Parent SPAC Stockholder Redemptions and Redemption immediately prior to or upon the PIPE InvestmentClosing. (gc) No provision of any Applicable Law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order prohibiting, enjoining or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (d) The Company Common Shares to be issued and the Company Warrants to be assumed in accordance with this Agreement shall be approved or conditionally approved for listing upon the Closing on Nasdaq and TSX, as applicable, subject only to official notice of issuance thereof or the satisfaction of the conditions of approval. (e) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceedings for that purpose proceeding seeking such a stop order shall have been threatened or initiated or threatened by the SEC which remains pending. (f) The OSC shall have cleared the final Canadian Prospectus for filing. (g) The Stock Split shall have been completed in accordance with the terms hereof and not withdrawnthe Company’s Organizational Documents. (h) Either The PIPE Investment (iand the funding of the PIPE Investment Amount) the FINRA Approval shall have been obtained and shall consummated or will be in full force and effect, or (ii) 30 days shall have passed since a consummated substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection concurrently with the FINRA Consent Application and shall have notified Closing in accordance with the Company (or terms of the Broker-Dealer) that it does not intend to impose such a restrictionSubscription Agreements.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of the following conditions, any of which may be waived, in writing, exclusively by both SPAC and the Company: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be in force any Order enjoining or prohibiting the consummation of the Transactions. (d) The shares of Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder SPAC Shareholder Approval shall have been obtained. (fb) Parent The Company Shareholder Approval shall have been obtained and delivered to SPAC. (c) SPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of SPAC Class A Ordinary Shares issued in SPAC’s initial public offering of securities and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with SPAC Governing Documents, and after giving effect to the Parent Stockholder Redemptions receipt of the net amount of proceeds actually (i) contributed by investors in accordance with the terms and conditions of the Subscription Agreements upon consummation of the PIPE Investment and/or (ii) received pursuant to any Debt Financing Arrangement. (d) The Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities set forth on Section 8.1(d) of the Company Disclosure Letter in connection with the execution, delivery and performance of this Agreement and the PIPE InvestmentTransactions (or any applicable waiting period thereunder shall have expired or been terminated). (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (f) The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject to official notice of issuance thereof. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnStatement. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Extraordinary Meeting (including any postponements or adjournments thereof), the Parent Stockholder Approval Acquiror Shareholder Matters shall have been duly obtained adopted by the shareholders of Acquiror in accordance with the DGCLCayman Islands Companies Act (As Revised), the Parent Acquiror Organizational Documents and the NYSE rules and regulationsregulations (the “Acquiror Shareholder Approval”). (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated, and the Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the Transactions as set forth on Schedule 10.01(b) of the Company Disclosure Letter. (c) There shall not be in force No provision of any Order enjoining Applicable Legal Requirement prohibiting, enjoining, restricting or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (d) The shares of Parent Domesticated Acquiror Class A Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE Exchange subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Extraordinary Meeting (including any adjournments thereof), the Parent Stockholder Approval Shareholder Matters shall have been duly obtained adopted by the shareholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated, and the Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the Transactions, as set forth on Schedule 7.01(b) of the Company Disclosure Letter. (c) There shall not be All necessary pre-Closing authorizations, consents, clearances, waivers and approvals from third parties, if any, disclosed in force any Order enjoining or prohibiting the consummation Schedule 3.05(b) of the TransactionsCompany Disclosure Letter or that are otherwise required to consummate the transactions contemplated hereby shall have been made or obtained. (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) No action or proceedings shall have been instituted, or threatened in writing against the Company before a court or other Governmental Entity to restrain, prohibit, materially delay or invalidate the Company’s business or any of the transactions contemplated herein. (f) The shares of Domesticated Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (eg) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (gh) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction (or written waiver, in whole or in part, to the extent such conditions can be waived under this Agreement and Applicable Law) at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Necessary Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE Nasdaq rules and regulations. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be , and the Parties will have received or have been deemed to have received all other mandatory pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities required in force any Order enjoining or prohibiting connection with the consummation execution, delivery and performance of this Agreement and the Transactions. (d) No provision of any Applicable Law prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on Nasdaq, including, to the NYSE subject only to official notice Knowledge of such issuance and to Parent, satisfaction of the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to Landsea Properties has obtained the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness approval of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction HKSE in connection with the FINRA Consent Application Merger and shall have notified Transactions, in accordance with the Company (applicable requirements of Rules Governing the Listing of Securities on the HKSE and such approval has not been revoked at or prior to the Broker-Dealer) that it does not intend to impose such a restrictionClosing.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Stockholder Written Consent, constituting the Requisite Company Stockholder Approval, shall have been delivered to Parent. (b) At the Parent Special Meeting (including any adjournments thereofthereof permitted by Section 7.5(a)), the Requisite Parent Stockholder Approval shall have been duly obtained obtained. (c) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsParent’s Charter Documents. (bd) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c, and the Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities set forth on Schedule 8.1(d) There shall not be of the Company Disclosure Letter in force any Order enjoining or prohibiting connection with the consummation execution, delivery and performance of this Agreement and the Transactions. (de) No provision of any applicable Law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect. (f) The shares of Parent Class A Common Stock to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on the NYSE Nasdaq subject only to official notice of such issuance and to the any requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 holders of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE InvestmentClass A Common Stock. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceedings for that purpose shall have been initiated be pending before or threatened by the SEC and not withdrawnSEC. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, by any of the Parties: (a) At Each of the Special Meeting (including any adjournments thereof)Company Shareholder Approval, the Parent Merger Sub Stockholder Approval and the SPAC Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods SPAC shall have at least Five Million One Dollars (and any extensions thereof$5,000,001) under of net tangible assets immediately after giving effect to the HSR Act will have expired or otherwise been terminatedSPAC Stockholder Redemption upon the Closing. (c) There shall not be in force No provision of any Order Applicable Legal Requirement prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent restraining Order prohibiting, enjoining or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (d) The shares of Parent Common Stock Company Ordinary Shares and Company Warrants to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE Nasdaq, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holdersthereof. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceedings for that purpose proceeding seeking such a stop order shall have been threatened or initiated or threatened by the SEC which remains pending. (f) The Capital Restructuring shall have been completed in accordance with the terms hereof and not withdrawnthe Company’s Organizational Documents. (g) The PIPE Investment (and the funding of the PIPE Investment Amount) shall have been consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of the Subscription Agreements. (h) Either The funds contained in the Trust Account (after giving effect to the SPAC Stockholder Redemptions and payment of the SPAC Transaction Costs), together with (i) the FINRA Approval shall have been obtained aggregate amount of proceeds from the PIPE Investment and shall be in full force and effect, or (ii) 30 days the cash on SPAC’s balance sheet, shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with equal or exceed the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionMinimum Cash Amount.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger, the Share Swap and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived (if legally permitted), in writing, exclusively by both SPAC and the Company: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be in force any Order enjoining or prohibiting the consummation of the Transactions. (d) The shares of Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder SPAC Shareholder Approval shall have been obtained. (fb) Parent At the Company Shareholder Meeting (including any adjournments thereof), the Company Shareholder Approval shall have been obtained. (c) SPAC shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Transactions, including the SPAC Shareholder Redemptions and receipt of the PIPE Investmentnet amount of proceeds actually contributed by investors pursuant to any Equity Financing Arrangement. (d) The Parties will have received or have been deemed to have received all necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities set forth on Section 8.1(d) of the Company Disclosure Letter in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period (and any extensions thereof) thereunder shall have expired or been terminated). (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect; provided, that the Governmental Entity issuing such Order has jurisdiction over the Parties with respect to the Transactions. (f) The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnStatement. (h) Either (i) the FINRA Approval The Korean Registration Statement shall have been obtained become effective in accordance with the provisions of the Financial Investment Services and Capital Markets Act, and shall not be in full force and effect, subject to any stop order or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company proceeding (or threatened proceeding by FSS) seeking a stop order with respect to the Broker-Dealer) that it does not intend to impose such a restrictionKorean Registration Statement.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect SPAC Merger, the Mergers Share Swap and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived (if legally permitted), in writing, exclusively by both SPAC and the Company: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder SPAC Shareholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All At the Company Shareholder Meeting (including any adjournments thereof), the Company Shareholder Approval shall have been obtained. (c) The Parties will have received or have been deemed to have received all necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities set forth on Section 4.5(b) of the Company Disclosure Letter in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting periods period (and any extensions thereof) under the HSR Act will thereunder shall have expired or otherwise been terminated). (cd) There shall not be in force No provision of any Order enjoining applicable Legal Requirement prohibiting, enjoining, restricting or prohibiting making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect; provided, that the Governmental Entity issuing such Order has jurisdiction over the Parties with respect to the Transactions. (de) The shares of Parent Common Stock PubCo Ordinary Shares to be issued in connection with the Closing pursuant to this Agreement shall be approved for listing upon the Closing on Nasdaq (or any other public stock market or exchange in the NYSE United States as may be agreed by the Company and SPAC) subject only to official notice of such issuance thereof and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement. (g) The Korean Registration Statement shall have been issued become effective in accordance with the provisions of the Financial Investment Services and no proceedings for that purpose Capital Markets Act, and shall have been initiated not be subject to any stop order or proceeding (or threatened proceeding by FSS) seeking a stop order with respect to the SEC and not withdrawnKorean Registration Statement. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE Nasdaq rules and regulations. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c, and the Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the Transactions set forth on Schedule 8.1(c) There shall not be in force any Order enjoining or prohibiting the consummation of the TransactionsCompany Disclosure Letter. (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE Nasdaq subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (ef) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) received and delivered to Parent at or prior to Closing fully executed copies of the FINRA Approval shall have been obtained Existing Credit Agreement Consents (in form and shall be in full force substance reasonably satisfactory to Parent) and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submittedeither (A) repaid at or prior to the Closing an outstanding amount of Indebtedness under the Existing Second Lien Credit Agreement equal to the Deleveraging Amount or (B) delivered to Parent at or prior to Closing evidence that the Company has amended the Existing Term Loan Credit Agreement in accordance with the terms thereof to provide that, at or prior to Closing, the aggregate principal amount thereunder is increased up to an amount equal to the Target Rollover Indebtedness plus the Estimated Company Cash (such amendment, the “Existing Term Loan Upsizing Amendment”), and FINRA shall not have imposed an interim restriction the proceeds from such increase in connection the principal amount thereof (the “Existing Term Loan Upsizing”), together with the FINRA Consent Application and Deleveraging Amount, shall have notified be used to repay Indebtedness under the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionExisting Second Lien Credit Agreement.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (bi) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated, and (ii) the Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the Transactions, as set forth on Schedule ‎8.01(b)(ii) of the Company Disclosure Letter. (c) There shall not be in force No provision of any Order enjoining Applicable Legal Requirement prohibiting, enjoining, restricting or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (d) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Amalgamation and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Company Shareholder Written Consent, constituting the Requisite Company Shareholder Approval, shall have been delivered to Parent, and shall remain in full force and effect. (b) At the Parent Special Meeting (including any postponements or adjournments thereofthereof permitted by Section 6.5(a)), the Requisite Parent Stockholder Shareholder Approval and the Domestication Approval shall have been duly obtained obtained. (c) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Ordinary Shares issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsParent’s Charter Documents. (bd) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (ce) There shall not be in force No provision of any Order applicable Law prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect. (df) The shares of Delaware Parent Common Stock to be issued in connection with the Closing shall be have been approved for listing upon the Closing on the NYSE NYSE, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 holders and official notice of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investmentissuance. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceedings for that purpose shall have been initiated or threatened by be pending before the SEC and not withdrawnSEC. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, by any of the Parties: (a) At Each of the Special Meeting (including any adjournments thereof)Company Approval, the Parent Merger Sub Shareholder Approval and the GF Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods (and any extensions thereof) under GF shall have at least $5,000,001 of net tangible assets immediately after giving effect to the HSR Act will have expired or otherwise been terminatedGF Stockholder Redemptions upon the Closing. (c) There shall not be in force No provision of any Order Applicable Legal Requirement prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent restraining Order prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect or shall be threatened in writing by a Governmental Entity. (d) The shares of Parent Common Stock Company ADSs and Company AD Warrants to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE NYSE, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holdersthereof. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceedings for that purpose proceeding seeking such a stop order shall have been threatened or initiated or threatened by the SEC and not withdrawnwhich remains pending. (hf) Either (i) the FINRA Approval The Required Regulatory Approvals shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionobtained.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall will be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval shall Matters will have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulations. (b) The Company Requisite Stockholder Approval will have been obtained. (c) Parent will have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with the Parent Organizational Documents. (d) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated, and the Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the Transactions as set forth on Section 8.01(d) of the Company Disclosure Letter. (ce) There shall not be in force No provision of any Order enjoining Applicable Legal Requirement prohibiting, enjoining, restricting or prohibiting making illegal the consummation of the TransactionsTransactions will be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or will be threatened in writing by a Governmental Entity. (df) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall will be approved for listing upon the Closing on the NYSE NYSE, subject only to the official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investmentissuance. (g) The Registration Statement shall will have become been declared effective under the Securities Act and no Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued will be in effect, and no proceedings for that purpose shall purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened by the SEC and not withdrawnSEC. (h) Either (i) the FINRA Approval shall have been obtained and shall The Transaction Agreements will be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall effect and will not have been submitted, and FINRA shall not have imposed an interim restriction in connection with rescinded by any of the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionParties.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions contemplated under this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions as of the Closing: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder GXXX Shareholder Approval shall have been duly obtained and shall remain in accordance with the DGCL, the Parent Organizational Documents full force and the NYSE rules and regulationseffect. (b) At the NetDragon Extraordinary General Meeting (including any adjournments thereof), the NetDragon Shareholder Approval shall have been obtained and shall remain in full force and effect. (i) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. , (cii) There the Completion of CFIUS Process, and (iii) the HKSE Clearance and the PN15 Approval shall not be have been obtained and remain effective (the condition in force any Order enjoining or prohibiting this clause ‎(c), the consummation of the Transactions“Required Approvals Condition”). (d) The shares No provision of Parent Common Stock to be issued in connection with any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the Closing consummation of the Transactions contemplated under this Agreement shall be approved for listing upon in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the Closing on consummation of the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holdersTransactions contemplated under this Agreement shall be in effect. (e) The Company Stockholder Approval NYSE approval of the Listing Application submitted by GXXX shall have been obtained. (f) Parent shall have at least $5,000,001 No general suspension or material limitation of net tangible assets after giving effect to trading in the Parent Stockholder Redemptions and ADSs has been imposed or threatened by the PIPE InvestmentSEC or the NYSE (except for the threatened suspension as disclosed on the Form 6-K filed with the SEC on April 20, 2022, or in connection with the Holding Foreign Companies Accountable Act). (g) The Registration Statement shall have become effective conditions for the closing of the transactions under the Securities Act and no stop order suspending ACP Bond Purchase Agreement (pursuant to the effectiveness terms of the Registration Statement ACP Bond Purchase Agreement) (the “Bond Closing”) shall have been issued satisfied or waived and no proceedings for that purpose the Bond Closing shall have been initiated or threatened by occurred concurrently with the SEC and not withdrawnClosing. (h) Either The conditions for the closing of the transactions under the GXXX Divestiture Agreement (pursuant to the terms of the GXXX Divestiture Agreement) (the “Divestiture Closing”) shall have been satisfied or waived, and the Divestiture Closing shall have occurred immediately prior to the Closing. (i) The conditions for the FINRA Approval closing of the transactions under the GXXX Share Purchase Agreement (pursuant to the terms of the GXXX Share Purchase Agreement) (the “Secondary Sale Closing”) shall have been obtained satisfied or waived, and shall be in full force and effect, or (ii) 30 days the Secondary Sale Closing shall have passed since a substantially complete FINRA Consent Application occurred immediately prior to the Closing. (j) The GXXX Board shall have been submitted, consist of four (4) Independent Directors and FINRA shall not have imposed an interim restriction in connection with three (3) eLMTree Directors immediately after the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionEffective Time.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction or written waiver at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereofthereof pursuant to Section 6.1(c)), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the Parent Organizational Documents and the NYSE NASDAQ rules and regulations, as applicable. (b) All applicable waiting periods (The Existing Limited Partner Consents shall continue to be in full force and any extensions thereof) under the HSR Act will have expired or otherwise been terminatedeffect. (c) There shall not be in force any Order enjoining or prohibiting the consummation of the Transactions. (d) The shares of Parent Common Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect following the exercise by the holders of Parent Class A Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem their Parent Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with Parent Stockholder Redemptions and the PIPE InvestmentOrganizational Documents. (gd) The Registration Statement shall the Parties will have become effective under the Securities Act received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and no stop order suspending the effectiveness approvals of the Registration Statement shall have been issued Governmental Entities set forth on Section 7.1(d) of the Company Disclosure Letter and no proceedings for that purpose shall have been initiated or threatened by Section 7.1(d) of the SEC and not withdrawn. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction Parent Disclosure Letter in connection with the FINRA Consent Application execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have notified expired or been terminated). (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the Company (consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the Broker-Dealer) that it does not intend to impose such consummation of the Transactions will be in effect or shall be threatened in writing by a restrictionGovernmental Entity.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent SPAC Stockholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) SPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of SPAC Class A Stock issued in SPAC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem their SPAC Class A Stock held by them into a pro rata share of the Trust Account in accordance with SPAC’s Governing Documents. (i) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. , (cii) There the Money Transmitter Law Approvals shall not be have been received in force any Order enjoining each jurisdiction (A) where a Governmental Entity, in response to the notification provided pursuant to Section ‎7.2(b), affirmatively acknowledges that a Money Transmitter Law Approval is required to effect the Mergers and other Transactions contemplated herein or prohibiting (B) where the consummation Company otherwise determines in good faith that a Monetary Transmitter Law Approval is required to effect the Mergers and the other Transactions Contemplated herein, and (iii) the Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the TransactionsGovernmental Entities set forth on Schedule ‎8.1‎(c) to this Agreement in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (e) The shares of Parent New Starship Common Stock to be issued in connection with the Closing pursuant to this Agreement shall be approved for listing upon the Closing on the NYSE NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (ef) The Company Stockholder Approval 85% of the PIPE Investment (and the funding of 85% of the PIPE Investment Amount) shall have been obtained. (f) Parent shall have at least $5,000,001 consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE InvestmentSubscription Agreements. (g) SPAC Cash shall equal or exceed the Minimum Cash Amount. (h) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement Statement. (i) The Domestication shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnconsummated. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the Parent Organizational Documents and the NYSE rules and regulations, as applicable. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (i) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. , and (cii) There shall not be in force any Order enjoining the Parties will have received or prohibiting the consummation have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the TransactionsGovernmental Entities set forth on Section 8.1(c) of the Parent Disclosure Schedule in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing pursuant to this Agreement shall be approved for listing upon the Closing on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (ef) The Company Stockholder Approval PIPE Investment (and the funding of the PIPE Investment Amount) shall have been obtained. (f) Parent shall have at least $5,000,001 consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE InvestmentSubscription Agreements. (g) The Registration Statement Parent Cash shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated equal or threatened by the SEC and not withdrawnexceed $1,375,000,000. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any of which may be waived, to the extent permitted by Applicable Legal Requirements, in writing, by any of the Parties: (a) At Each of the Special Meeting (including any adjournments thereof)Company Shareholder Approval, the Parent Stockholder Merger Sub Shareholder Approval and the ION Shareholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods (and any extensions thereof) under ION shall have at least $5,000,001 of net tangible assets immediately after giving effect to the HSR Act will have expired or otherwise been terminatedION Shareholder Redemption upon the Closing. (c) There shall not be in force No provision of any Order Applicable Legal Requirement prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent restraining Order prohibiting, enjoining or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (d) The shares of Parent Common Stock Company Ordinary Shares and Company Warrants to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE NYSE, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holdersthereof. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceedings for that purpose proceeding seeking such a stop order shall have been threatened or initiated or threatened by the SEC and not withdrawnwhich remains pending. (hf) Either (i) the FINRA Approval The Capital Restructuring shall have been obtained completed in accordance with the terms hereof and shall be in full force and effect, or the Company’s Organizational Documents. (iig) 30 days shall have passed since a substantially complete FINRA Consent Application The 104H Tax Ruling shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restrictionobtained.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE Nasdaq rules and regulations. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be , and the Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of all Governmental Entities in force any Order enjoining or prohibiting connection with the consummation execution, delivery and performance of this Agreement and the Transactions. (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be approved for listing upon the Closing on the NYSE Nasdaq subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE Nasdaq rules and regulations, as applicable. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (c) There shall not be in force any Order enjoining , and the Parties will have received or prohibiting the consummation have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of the TransactionsGovernmental Entities set forth on Section 8.1(c) of the Parent Disclosure Letter in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on the NYSE Nasdaq subject only to official notice of such issuance and to the any requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtainedholders of the Parent Class A Stock. (f) Parent Cash shall have at least equal or exceed $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment250,000,000. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Stockholder Written Consent, constituting the Requisite Company Stockholder Approval, shall have been delivered to Parent, and shall remain in full force and effect. (b) At the Parent Special Meeting (including any adjournments thereofthereof permitted by Section 7.5(a)), the Requisite Parent Stockholder Approval shall have been duly obtained obtained. (c) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsParent’s Charter Documents. (bd) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (ce) There shall not be in force No provision of any Order applicable Law prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect or will be threatened in writing by a Governmental Entity. (df) The shares of Parent Class A Common Stock to be issued in connection with the Closing shall be have been approved for listing upon the Closing on the NYSE Nasdaq, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 holders and official notice of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investmentissuance. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceedings for that purpose shall have been initiated be pending before or threatened by the SEC and not withdrawnSEC. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of the following conditions, any of which may be waived, in writing, exclusively by both SPAC and the Company: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder SPAC Shareholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will The Company Shareholder Approval shall have expired or otherwise been terminatedobtained. (c) There SPAC shall not be have at least $5,000,001 of net tangible assets following the exercise by the holders of SPAC Class A Ordinary Shares issued in force any Order enjoining or prohibiting SPAC’s initial public offering of securities and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with SPAC Governing Documents, and after giving effect to the receipt of the net amount of proceeds actually contributed by the PIPE Investors in accordance with the terms and conditions of the Subscription Agreement upon consummation of the TransactionsPIPE Investment. (d) The shares Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of Parent Common Stock to be issued the Governmental Entities set forth on Section 8.1(d) of the Company Disclosure Letter in connection with the Closing execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (f) The New PubCo Class A Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on the NYSE (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject only to official notice of such issuance thereof and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnStatement. (h) Either The Contribution Agreement, duly executed by each of the Company Shareholder and Merger Sub, shall have been delivered to SPAC. (i) Company, certain of the FINRA Approval Company’s Subsidiaries and the Company Shareholder shall have entered into the Cost Sharing Agreement. (j) The consent of each holder of a fixed or floating security interest of the SPAC, New PubCo and Merger Sub, if any, shall have been obtained and shall be or the requirement to obtain such consent has been discharged by the Grand Court of the Cayman Islands in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection accordance with the FINRA Consent Application Companies Act. (k) The U.K. Secretary of State approving the Pre-Closing Exchange and shall have notified the Second Merger pursuant to section 13(2) of the NSIA, and, to the extent required, giving a validation notice pursuant Chapter 4 of the NSIA in relation to any acquisition by the Company prior to the date hereof of Ambipar Holdings (or the Broker-DealerUK) that it does not intend to impose such a restrictionLimited.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Closing (including to effect and consummate the Mergers and the other Transactions Transactions) shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions, any of which may be waived, in writing, jointly by the Company and Parent: (a) At the Parent Special Meeting (including any adjournments thereofthereof permitted by Section 7.5(a)), the Requisite Parent Stockholder Approval of the Parent Stockholder Matters shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will relating to the Transactions shall have expired or otherwise been terminated. (c) There shall not be in force No provision of any Order applicable Law prohibiting, enjoining or prohibiting making illegal the consummation of the TransactionsTransactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect. (d) The authorizations, consents, orders, approvals, non-objections, declarations, filings or waiting periods set forth on Section 8.1(d) of the Company Disclosure Letter shall have been made, received or expired, as applicable. (e) The shares of Parent Class A Common Stock to be issued in connection with the Closing shall be have been conditionally approved upon Closing for listing upon the Closing on the NYSE NYSE, subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtainedholders and official notice of issuance. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceedings for that purpose shall have been initiated or threatened by be pending before the SEC and not withdrawnSEC. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing First Effective Time of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder SPAC Shareholder Approval shall have been duly obtained in accordance with the DGCL, the Parent Organizational Documents and the NYSE rules and regulationsobtained. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act will The Newco Shareholder Approval shall have expired or otherwise been terminatedobtained. (c) There SPAC shall not be have at least $5,000,001 of net tangible assets following the exercise by the holders of SPAC Class A Ordinary Shares issued in force any Order enjoining or prohibiting SPAC’s initial public offering of securities and outstanding immediately before the consummation First Effective Time of their right to redeem their SPAC Class A Ordinary Shares held by them into a pro rata share of the TransactionsTrust Account in accordance with SPAC’s Governing Documents. (d) The shares the Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of Parent Common Stock the Governmental Entities set forth on Schedule 8.1(d) to be issued this Agreement in connection with the Closing execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (f) The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on the NYSE NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject only to official notice of such issuance thereof and to the requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtained. (f) Parent shall have at least $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment. (g) The Registration Statement shall have become effective under in accordance with the provisions of the Securities Act Act, and no shall not be subject to any stop order suspending or proceeding (or threatened proceeding by the effectiveness of SEC) seeking a stop order with respect to the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawnStatement. (h) Either The Exchange Agreement, duly executed by each of the Company Shareholders, the Company Optionholders and the Company, shall have been delivered to SPAC. (i) the FINRA Approval The Company Minutes shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend delivered to impose such a restrictionSPAC.

Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) At the Special Meeting (including any adjournments thereof), the Parent Stockholder Approval Matters shall have been duly obtained adopted by the stockholders of Parent in accordance with the DGCL, the Parent Organizational Documents and the NYSE Nasdaq rules and regulations, as applicable. (b) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem their Parent Class A Stock held by them into a pro rata share of the Trust Account in accordance with Parent Organizational Documents. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. , the Australian Treasurer (cacting following the review by the Australian Foreign Investment Review Board) There shall not be in force any Order enjoining having advised the Parent that he has no objections to the Transactions under the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) with or prohibiting without conditions, and the consummation Parties will have received or have been deemed to have received all other necessary pre-closing authorizations, consents, clearances, waivers and approvals of the TransactionsGovernmental Entities set forth on Section 8.1(c) of the Parent Disclosure Letter in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated). (d) No provision of any Applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity. (e) The shares of Parent Common Class A Stock to be issued in connection with the Closing shall be conditionally approved for listing upon the Closing on the NYSE Nasdaq subject only to official notice of such issuance and to the any requirement to have a sufficient number of round lot holders. (e) The Company Stockholder Approval shall have been obtainedholders of the Parent Class A Stock. (f) Parent Cash shall have at least equal or exceed, including the Aggregate Forward Purchase Investment Amount, $5,000,001 of net tangible assets after giving effect to the Parent Stockholder Redemptions and the PIPE Investment225,000,000. (g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of 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. (h) Either (i) the FINRA Approval shall have been obtained and shall be in full force and effect, or (ii) 30 days shall have passed since a substantially complete FINRA Consent Application shall have been submitted, and FINRA shall not have imposed an interim restriction in connection with the FINRA Consent Application and shall have notified the Company (or the Broker-Dealer) that it does not intend to impose such a restriction.