Common use of Conditions to Obligations of the Acquiror Clause in Contracts

Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Merger will be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) Each representation and warranty of the Company contained in this Agreement is true and correct on the date hereof and on the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date will remain true and correct as of such date), except for any inaccuracies that have not had, and would not have, a Company Material Adverse Effect. For purposes of this Section 5.2(a), all representations and warranties contained in Article 2 qualified by Company Material Adverse Effect will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; provided, however, that the obligation of the Acquiror to consummate the Merger will not be subject to the satisfaction of this condition if the reason that the Company has not performed or complied in all material respect with a particular agreement, obligation or condition is the result of the action or inaction by the officers of the Company that constitutes a breach of any such agreement, obligation or condition. (c) The Company has obtained all permits, authorizations, consents and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance reasonably satisfactory to the Acquiror, and the Acquiror has received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents and approvals. (d) The funding of the financing under the Definitive Financing Agreements has occurred or the Acquiror will otherwise have immediate access to sufficient funds under any other commitment acceptable to the Acquiror to enable performance of the obligations of the Acquiror under this Agreement. (e) Holders of no more than 5% of the outstanding Company Common Stock have exercised appraisal rights.

Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Merger will be Closing is subject to the fulfillment satisfaction, or the waiver at the Acquiror’s sole and absolute discretion, of all the following further conditions: (a) The Group Parties shall have duly performed the obligations hereunder required to be performed at or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants). (b) All of the following additional conditions: (a) Each representation representations and warranty warranties of the Company Warrantor contained in Article IV of this Agreement is and in any certificate delivered by the Group Parties pursuant hereto shall: (i) be true and correct on at and as of the date hereof of this Agreement and on (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as though of a specific date prior to the Closing Date, in which case such representations and warranties were made on such date (except those representations and warranties that address matters need only as of a particular date will remain to be true and correct as of such earlier date), except for any inaccuracies that have not hadin the case of (i) and (ii), and other than as would not have, in the aggregate reasonably be expected to have a Company Group Parties Material Adverse Effect. For purposes of this Section 5.2(a), all representations and warranties contained in Article 2 qualified by Company Material Adverse Effect will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; provided, however, that the obligation of the Acquiror to consummate the Merger will not be subject to the satisfaction of this condition if the reason that the Company has not performed or complied in all material respect with a particular agreement, obligation or condition is the result of the action or inaction by the officers of the Company that constitutes a breach of any such agreement, obligation or condition. (c) No Group Parties Material Adverse Effect shall have occurred and be continuing. (d) The Company has obtained all permitsAcquiror shall have received a certificate signed by a duly authorized representative of X0X, authorizationsX0XXxx, consents HKSub, OPH, Fintech and approvals required on its part TAG to perform its obligations underthe effect set forth in clauses (a) through (c) of this Section 9.2. (e) The Acquiror shall have received (i) the Organizational Documents of X0X, X0XXxx, HKSub, OPH and consummate Fintech as in effect as of the Closing Date and (ii) the copies of resolutions duly adopted by the board of directors and by the shareholders of each of X0X, X0XXxx, HKSub, OPH and Fintech, authorizing this Agreement and the transactions contemplated byhereby. (f) The Key Personnel shall have executed the Employment Agreements, this Agreementwhich shall be in full force and effect. (g) Acquiror shall have received the Group Parties Disclosure Schedules updated as of the Closing Date. (h) The Acquiror shall have received duly executed opinions from the Hong Kong and British Virgin Islands counsel of B2B and from the British Virgin Islands counsel of Fintech, in customary and mutually agreed form and substance for transactions of this nature, reasonably satisfactory to the Acquiror, and the Acquiror has received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents and approvals. (d) The funding of the financing under the Definitive Financing Agreements has occurred or the Acquiror will otherwise have immediate access to sufficient funds under any other commitment acceptable addressed to the Acquiror to enable performance and dated as of the obligations of the Acquiror under this AgreementClosing Date. (e) Holders of no more than 5% of the outstanding Company Common Stock have exercised appraisal rights.

Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Merger will be Share Exchange is subject to the fulfillment at satisfaction (or prior to the Closing waiver by Acquiror) of the following additional conditions: (a) Each Acquiree shall have obtained (and shall have provided copies thereof to Acquiror) the written consents of the Acquiree’s Board of Directors to the execution, delivery and performance by Acquiree of this Agreement and the other Transaction Documents to which it is a party, in form and substance satisfactory to Acquiror; (b) Acquiree shall have obtained (and shall have provided copies thereof to the Acquiror) all waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of Acquiree, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of Acquiree set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation and warranty of the Company contained in this Agreement is true expressly relates to an earlier date, such representation and correct on the date hereof and on the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date will remain warranty shall be true and correct as of such earlier date), except for any inaccuracies that untrue or incorrect representation and warranty that, individually or in the aggregate, does not have not had, and would not have, a Company Material Adverse Effect. For purposes of this Section 5.2(a), all representations and warranties contained in Article 2 qualified by Company an Acquiree Material Adverse Effect will not be deemed so qualified.or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (bd) The Company has Acquiree shall have performed and or complied in all material respects with all agreements, obligations its agreements and conditions covenants required by this Agreement to be performed or complied with by it on under this Agreement as of or prior to the Closing; providedEffective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, howeverorder, that the obligation of the Acquiror to consummate the Merger will not be subject to the satisfaction of this condition if the reason that the Company has not performed decree, stipulation or complied in all material respect with a particular agreement, obligation or condition is the result of the action or inaction by the officers of the Company that constitutes a breach injunction would (i) prevent consummation of any such agreement, obligation or condition. (c) The Company has obtained all permits, authorizations, consents and approvals required on its part to perform its obligations under, and consummate of the transactions contemplated by, by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) Acquiree shall have delivered to Acquiror a certificate (the “Acquiree Certificate”) to the effect that each of the conditions specified in clause (e ) (with respect to Acquiree’s due diligence of the Acquiror) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving Acquiree) of this Section 5.2 is satisfied in all respects; (g) the Restricted Holders shall have entered into Lock-Up Agreements with the Acquiror; (h) the Acquiree Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Acquiror shall have received from Houthoff , counsel to Acquiree, the opinion letter, in form and substance reasonably satisfactory to the Acquiror, and the Acquiror has received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents and approvals. (d) The funding of the financing under the Definitive Financing Agreements has occurred or the Acquiror will otherwise have immediate access to sufficient funds under any other commitment acceptable addressed to the Acquiror to enable performance and the Placement Agent and dated as of the obligations Closing Date; (j) there shall have been no material adverse changes to Acquiree’s business since the date of the Acquiror under this Agreement.; (ek) Holders Acquiree shall have delivered to Acquiror a certification duly executed by each Acquiree Stockholder certifying that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (l) each of no more than 5% Maarten van der Xxxxxx, Xxxxxxxxx Zandvliet and Xxxxx Xxxxxxxxx and such other employees as are designated by Acquiree shall have entered into employment agreements with Acquiror mutually satisfactory to Acquiree, Acquiror and to the respective employees; and (m) Acquiree shall have delivered to Acquiror audited and interim unaudited financial statements of Acquiree pro forma the outstanding Company Common Stock have exercised appraisal rights.Share Exchange, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K.

Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Merger will be Closing is subject to the fulfillment satisfaction, or the waiver at the Acquiror’s sole and absolute discretion, of all the following further conditions: (a) The Group Parties shall have duly performed the obligations hereunder required to be performed at or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants). (b) All of the following additional conditions: (a) Each representation representations and warranty warranties of the Company Warrantor contained in Article IV of this Agreement is and in any certificate delivered by the Group Parties pursuant hereto shall: (i) be true and correct on at and as of the date hereof of this Agreement and on (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as though of a specific date prior to the Closing Date, in which case such representations and warranties were made on such date (except those representations and warranties that address matters need only as of a particular date will remain to be true and correct as of such earlier date), except for any inaccuracies that have not hadin the case of (i) and (ii), and other than as would not have, in the aggregate reasonably be expected to have a Company Group Parties Material Adverse Effect. For purposes of this Section 5.2(a), all representations and warranties contained in Article 2 qualified by Company Material Adverse Effect will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; provided, however, that the obligation of the Acquiror to consummate the Merger will not be subject to the satisfaction of this condition if the reason that the Company has not performed or complied in all material respect with a particular agreement, obligation or condition is the result of the action or inaction by the officers of the Company that constitutes a breach of any such agreement, obligation or condition. (c) No Group Parties Material Adverse Effect shall have occurred and be continuing. (d) The Company has obtained all permitsAcquiror shall have received a certificate signed by a duly authorized representative of X0X, authorizationsX0XXxx, consents HKSub, OPH, Fintech and approvals required on its part TAG to perform its obligations underthe effect set forth in clauses (a) through (c) of this Section 9.2. (e) The Acquiror shall have received (i) the Organizational Documents of X0X, X0XXxx, HKSub, OPH and Fintech as in effect as of the Closing Date and (ii) the copies of resolutions duly adopted by the board of directors and by the shareholders of each of X0X, X0XXxx, HKSub, OPH, and consummate Fintech, authorizing this Agreement and the transactions contemplated byhereby. (f) The Key Personnel shall have executed the Employment Agreements, this Agreementwhich shall be in full force and effect. (g) Acquiror shall have received the Group Parties Disclosure Schedules updated as of the Closing Date. (h) The Acquiror shall have received duly executed opinions from the Hong Kong and British Virgin Islands counsel of B2B and from the British Virgin Islands counsel of Fintech, in customary and mutually agreed form and substance for transactions of this nature, reasonably satisfactory to the Acquiror, and the Acquiror has received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents and approvals. (d) The funding of the financing under the Definitive Financing Agreements has occurred or the Acquiror will otherwise have immediate access to sufficient funds under any other commitment acceptable addressed to the Acquiror to enable performance and dated as of the obligations of the Acquiror under this AgreementClosing Date. (e) Holders of no more than 5% of the outstanding Company Common Stock have exercised appraisal rights.

Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Merger will be Share Exchange is subject to the fulfillment at satisfaction (or prior to the Closing waiver by Acquiror) of the following additional conditions: (a) Each Acquiree shall have obtained (and shall have provided copies thereof to Acquiror) the written consents of the Acquiree’s Board of Directors to the execution, delivery and performance by Acquiree of this Agreement and the other Transaction Documents to which it is a party, in form and substance satisfactory to Acquiror; (b) Acquiree shall have obtained (and shall have provided copies thereof to the Acquiror) all waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of Acquiree, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of Acquiree set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation and warranty of the Company contained in this Agreement is true expressly relates to an earlier date, such representation and correct on the date hereof and on the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date will remain warranty shall be true and correct as of such earlier date), except for any inaccuracies that untrue or incorrect representation and warranty that, individually or in the aggregate, does not have not had, and would not have, a Company Material Adverse Effect. For purposes of this Section 5.2(a), all representations and warranties contained in Article 2 qualified by Company an Acquiree Material Adverse Effect will not be deemed so qualified.or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (bd) The Company has Acquiree shall have performed and or complied in all material respects with all agreements, obligations its agreements and conditions covenants required by this Agreement to be performed or complied with by it on under this Agreement as of or prior to the Closing; providedEffective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, howeverorder, that the obligation of the Acquiror to consummate the Merger will not be subject to the satisfaction of this condition if the reason that the Company has not performed decree, stipulation or complied in all material respect with a particular agreement, obligation or condition is the result of the action or inaction by the officers of the Company that constitutes a breach injunction would (i) prevent consummation of any such agreement, obligation or condition. (c) The Company has obtained all permits, authorizations, consents and approvals required on its part to perform its obligations under, and consummate of the transactions contemplated by, by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) Acquiree shall have delivered to Acquiror a certificate (the “Acquiree Certificate”) to the effect that each of the conditions specified in clause (e ) (with respect to Acquiree’s due diligence of the Acquiror) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving Acquiree) of this Section 5.2 is satisfied in all respects; (g) the Acquiree Stockholders shall have agreed not to engage in any Prohibited Transactions; (h) the Acquiror shall have received from Han Kun Law Offices , counsel to Acquiree, the opinion letter, in form and substance reasonably satisfactory to the Acquiror, and the Acquiror has received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents and approvals. (d) The funding of the financing under the Definitive Financing Agreements has occurred or the Acquiror will otherwise have immediate access to sufficient funds under any other commitment acceptable addressed to the Acquiror to enable performance and dated as of the obligations Closing Date; (i) there shall have been no material adverse changes to Acquiree’s business since the date of the Acquiror under this Agreement.; (ej) Holders Acquiree shall have delivered to Acquiror a certification duly executed by each Acquiree Stockholder certifying that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (k) each of no more than 5% Xxxx Xx and such other employees as are designated by Acquiree shall have entered into employment agreements with Acquiror mutually satisfactory to Acquiree, Acquiror and to the respective employees; and (l) Acquiree shall have delivered to Acquiror audited and interim unaudited financial statements of Acquiree pro forma the outstanding Company Common Stock have exercised appraisal rights.Share Exchange, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K.