Common use of CONDITIONS TO THE OBLIGATION OF THE INVESTOR Clause in Contracts

CONDITIONS TO THE OBLIGATION OF THE INVESTOR. The obligation of the Investor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Investor of the following further conditions: (a) (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 3.2, Section 4.2 and the first sentence of Section 3.8) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2 and Section 4.2 shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in the first sentence of Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and (iv) the representations and warranties of set forth in Article III and Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Material Adverse Effect; (b) the SPAC and the Sponsor shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the SPAC and the Sponsor under this Agreement at or prior to the Closing, as applicable; (c) since the date of this Agreement, no Material Adverse Effect has occurred; (d) the SPAC shall continue to be listed on Nasdaq through the Closing (including following any redemptions in connection with the Required SPAC Shareholder Approvals and the Extension); (e) the Sponsor shall have delivered to the Investor a fully executed copy of the New Partnership Agreement, executed by Finnovate Sponsor LLC, Mxxxxx Xxxx, Jxxxxxxx Xxxxx, and a majority-in-interest of the limited partners of the Sponsor; (f) the Sponsor shall have delivered to the Investor executed stock powers from the SPAC Independent Directors authorizing the transfer of an aggregate of 61,875 Founder Shares held by the SPAC Independent Directors to Investor or its designee, and the SPAC shall have delivered to its transfer agent all necessary documentation to effect such transfer; (g) the Sponsor and SPAC shall have delivered to the Investor written confirmation, in a form reasonably acceptable to the Investor, that the New D&O Insurance Policy is in effect; (h) Immediately after the conclusion of the Shareholders Meeting, holders of Class B Common Shares shall have delivered conversion notices to the SPAC to convert their Class B Conversion Shares into an aggregate of 4,312,499 Class A Common Shares, and the SPAC shall have delivered to the SPAC’s transfer agent instructions for all of such Class B Conversion Shares to be re-issued as Class A Common Shares; (i) the Extension Proposal (and related disclosure in the Proxy) which has been approved by the SPAC Shareholders requires no more than the lesser of $100,000 or $0.033 for each Class A Common Share not redeemed in connection with the Shareholders Meeting, to be deposited into the Trust Account by the SPAC for each month of extension past the Initial Termination Date, unless otherwise agreed in writing by the Investor (such amount to be deposited in accordance with this Section 7.2(i) the “Trust Account Deposit Amount”); (j) the Trust Account has a balance of at least $30.0 million after redemptions in connection with the Shareholders Meeting and prior to the deposit of the Initial Investment Contribution; (k) the SPAC shall have delivered to the Investor evidence of the termination of the SPAC Related Party Transactions and Sponsor Related Party Transactions and the Terminated Commercial Arrangements, in form and substance reasonably agreed by the Investor (other than as set forth on Section 7.2(k) of the SPAC Disclosure Schedules); (l) the SPAC shall have delivered to the Investor irrevocable commitments to resign from each of the directors and officers of the SPAC, each such resignation letter to be effective (x) with respect to Dxxxx Xxxxxxx, Rxx Xxxxx, Jxxxxxxx Xxxxx and Uxx Xxxxxxxxx, as of the Closing, and (y) with respect to the Independent Directors, upon the expiration of the 14F Waiting Period; (m) Access to the SPAC’s bank account(s) shall have been transferred and assigned to Investor and/or its designees; (n) The Sponsor shall have delivered to the Investor a fully executed copy of the Sponsor Commitment Letter; (o) SPAC shall have delivered to the Investor a fully executed copy of a letter agreement with EarlyBirdCapital, Inc., in the form attached hereto as Exhibit B; and (p) at or prior to the Closing, the SPAC and the Sponsor shall have delivered, or caused to be delivered, to the Investor a certificate duly executed by an authorized officer of the SPAC and an authorized officer of the Sponsor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to the Investor.

CONDITIONS TO THE OBLIGATION OF THE INVESTOR. The obligation obligations of the Investor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Investor of the following further conditions: (a) (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 3.2, 3.2 and Section 4.2 and the first sentence of Section 3.84.2) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2 and Section 4.2 shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties set forth in the first sentence of Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and (iv) the representations and warranties of set forth in Article III and Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Material Adverse Effect; (b) the SPAC and the Sponsor shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the SPAC and the Sponsor under this Agreement at or prior to the Closing, as applicable; (c) since the date of this Agreement, no Material Adverse Effect has occurred; (d) the Pre-Closing Reorganization shall have been consummated; (e) the SPAC Class A Shares shall continue to be listed on Nasdaq NYSE, and shall meet the continued listing requirements of NYSE (including that the SPAC shall have the requisite public float), through the Closing (including following taking into account any redemptions in connection with the Required SPAC Shareholder Approvals and the Extension); (ef) the New Sponsor shall have delivered to the Investor a fully executed copy of the New Partnership Agreement, executed by Finnovate Sponsor LLCthe exiting managing limited partner, Mxxxxx Xxxx, Jxxxxxxx Xxxxx, exiting general partner and a majority-in-interest all other limited partners thereto (including all of the limited partners of the Sponsor; (f) the Sponsor shall have delivered to Founders), other than the Investor executed stock powers from the SPAC Independent Directors authorizing the transfer of an aggregate of 61,875 Founder Shares held by the SPAC Independent Directors to Investor or its designee, (and the SPAC shall have delivered to its transfer agent all necessary documentation to effect such transfernew general partner and new managing limited partner); (g) the Sponsor and SPAC shall have delivered to the Investor written confirmation, in a form reasonably acceptable to the Investor, that the New D&O Insurance Policy is in effect; (h) Immediately after the conclusion of the Shareholders Meeting, holders of Class B Common Shares shall have delivered conversion notices to the SPAC to convert their Class B Conversion Shares into an aggregate of 4,312,499 Class A Common Shares, and the SPAC shall have delivered to the SPAC’s transfer agent instructions for all of such Class B Conversion Shares to be re-issued as Class A Common Shares; (i) the Extension Proposal (and related disclosure in the Proxy) which has been approved by the SPAC Shareholders requires no more than the lesser of $100,000 or $0.033 for each Class A Common Share not redeemed in connection with the Shareholders Meeting, 450,000 to be deposited into the Trust Account by the SPAC for each at the Closing and no more than $150,000 per month thereafter (in the event the SPAC elects to continue to further extend the termination of extension past the Initial Termination DateSPAC), unless otherwise agreed in writing by the Investor (such amount to be deposited at Closing in accordance with this Section 7.2(i7.2(h) the “Trust Account Deposit Amount”); (jh) the Trust Account has a balance of at least $30.0 million after redemptions in connection with the Shareholders Meeting and prior to the deposit termination of the Initial Investment ContributionTerminated Arrangements, in form and substance attached hereto on Annex A; (ki) the SPAC shall have delivered to the Investor evidence of the termination of the SPAC Related Party Transactions and Sponsor Related Party Transactions and the Terminated Commercial Arrangements, in form and substance reasonably agreed executed agreements contemplated by the Investor (other than as set forth on Section 7.2(k) of the SPAC Disclosure Schedules2.3(d); (lj) the SPAC shall have delivered to the Investor irrevocable commitments to resign from resignation letters by each of the non-independent directors and officers of the SPAC, each such resignation letter to be effective (x) with respect to Dxxxx Xxxxxxx, Rxx Xxxxx, Jxxxxxxx Xxxxx and Uxx Xxxxxxxxx, as of the Closing, and (y) with respect to the Independent Directors, upon the expiration of the 14F Waiting Period; (m) Access to the SPAC’s bank account(s) shall have been transferred and assigned to Investor and/or its designees; (n) The Sponsor shall have delivered to the Investor a fully executed copy of the Sponsor Commitment Letter; (o) SPAC shall have delivered to the Investor a fully executed copy of a letter agreement with EarlyBirdCapital, Inc., in the form attached hereto as Exhibit B; and (pk) at or prior to the Closing, the SPAC and the Sponsor shall have delivered, or caused to be delivered, to the Investor a certificate duly executed by an authorized officer of the SPAC and an authorized officer of the Sponsor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to the Investor.

CONDITIONS TO THE OBLIGATION OF THE INVESTOR. The obligation of the Investor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Investor of the following further conditions: (a) (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 3.2, Section 4.2 and the first sentence of Section 3.8) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2 and Section 4.2 shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in the first sentence of Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and (iv) the representations and warranties of set forth in Article III and Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Material Adverse Effect; (b) the SPAC and the Sponsor shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the SPAC and the Sponsor under this Agreement at or prior to the Closing, as applicable; (c) since the date of this Agreement, no Material Adverse Effect has occurred; (d) the SPAC shall continue to be listed on Nasdaq through the Closing (including following any redemptions in connection with the Required SPAC Shareholder Approvals and the Extension); (e) the Sponsor shall have delivered to the Investor a fully executed copy of the New Partnership LLC Agreement, executed by Finnovate Sponsor LLC, Mxxxxx Xxxx, Jxxxxxxx Xxxxx, and a majority-in-interest the exiting managing member of the limited partners of Sponsor and all Members thereto, other than the SponsorInvestor (and the new Managers); (f) the Sponsor shall have delivered to the Investor executed stock powers from the SPAC Independent Directors authorizing the transfer of an aggregate of 61,875 Founder Shares held by the SPAC Independent Directors to Investor or its designee, and the SPAC shall have delivered to its transfer agent all necessary documentation to effect such transfer; (g) the Sponsor and SPAC shall have delivered to the Investor written confirmation, in a form reasonably acceptable to the Investor, that the New D&O Insurance Policy is in effect; (h) Immediately after the conclusion of the Shareholders Meeting, holders of Class B Common Shares shall have delivered conversion notices to the SPAC to convert their Class B Conversion Shares into an aggregate of 4,312,499 Class A Common Shares, and the SPAC shall have delivered to the SPAC’s transfer agent instructions for all of such Class B Conversion Shares to be re-issued as Class A Common Shares; (i) the Extension Proposal (and related disclosure in the Proxy) which has been approved by the SPAC Shareholders requires no more than the lesser of $100,000 or $0.033 for each Class A Common Share not redeemed in connection with the Shareholders Meeting, 450,000 to be deposited into the Trust Account by the SPAC for each month of extension past the Initial Termination DateSPAC, unless otherwise agreed in writing by the Investor (such amount to be deposited in accordance with this Section 7.2(i7.2(f) the “Trust Account Deposit Amount”); (j) the Trust Account has a balance of at least $30.0 million after redemptions in connection with the Shareholders Meeting and prior to the deposit of the Initial Investment Contribution; (kg) the SPAC shall have delivered to the Investor evidence of the termination of the SPAC Related Party Transactions and Sponsor Related Party Transactions and the Terminated Commercial Arrangements, in form and substance reasonably agreed by the Investor (other than as set forth on Section 7.2(k7.2(g) of the SPAC Disclosure Schedules); (lh) the SPAC shall have delivered to the Investor irrevocable commitments to resign from resignation letters by each of the directors and officers of the SPAC, each such resignation letter to be effective (xSPAC set forth on Section 7.2(h) with respect to Dxxxx Xxxxxxx, Rxx Xxxxx, Jxxxxxxx Xxxxx and Uxx Xxxxxxxxx, as of the Closing, and (y) with respect to the Independent Directors, upon the expiration of the 14F Waiting Period; (m) Access to the SPAC’s bank account(s) shall have been transferred and assigned to Investor and/or its designees; (n) The Sponsor shall have delivered to the Investor a fully executed copy of the Sponsor Commitment Letter; (o) SPAC shall have delivered to the Investor a fully executed copy of a letter agreement with EarlyBirdCapital, Inc., in the form attached hereto as Exhibit BDisclosure Schedules; and (pi) at or prior to the Closing, the SPAC and the Sponsor shall have delivered, or caused to be delivered, to the Investor a certificate duly executed by an authorized officer of the SPAC and an authorized officer of the Sponsor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to the Investor.

CONDITIONS TO THE OBLIGATION OF THE INVESTOR. The obligation of the Investor to consummate the transactions contemplated by this Agreement are Transactions is also subject to the satisfaction or, if permitted by applicable Law, (or waiver in writing by the Investor Investor) at or prior to the Closing of the following further conditions: (a) The representations and warranties of the Company (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 3.23.1(a) (Organization, Good Standing and Qualification), Section 4.2 3.2 (Corporate Authority; Approval), Section 3.17 (Capital Structure), Section 3.18 (Brokers and Finders) and Section 3.20 (Status of Securities) (the first sentence of Section 3.8“Company Fundamental Representations”) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” materiality qualifiers or “Material Adverse Effect” or any similar limitation set forth hereinEffect qualifiers therein) in all material respects both as of the date of this Agreement and as of the Closing, Closing as though made on and as of the Closing such date and time (except to the extent that any such representation and warranty is made expressly speaks as of an earlier a particular date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier particular date), (ii) the representations and warranties set forth in Section 3.2 and Section 4.2 3.5(b) shall be true and correct in all respects (except for de minimis inaccuracies) both as of the date of this Agreement and as of the Closing, Closing as though made on and as of such date and time, and (iii) set forth in Article III of this Agreement, other than the Company Fundamental Representations, shall be true and correct (without giving effect to any materiality qualifiers or Material Adverse Effect qualifiers therein) both as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty is made expressly speaks as of an earlier a specific date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in the first sentence of Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and (iv) the representations and warranties of set forth in Article III and Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of any such representations and warranties to be so true and correctcorrect would not reasonably be expected to have, taken as a wholeindividually or in the aggregate, does not cause a Material Adverse Effect;. (b) the SPAC and the Sponsor The Company shall have performed and complied in all material respects with the agreements and covenants and agreements required to be performed or complied with by the SPAC and the Sponsor it under this Agreement at or prior to the Closing, as applicable;Closing Date. (c) since The Investor shall have received a certificate, signed on behalf of the date Company by a duly authorized representative of this Agreementthe Company (solely in his or her capacity as such and not in his or her personal capacity, no Material Adverse Effect has occurred;and without personal liability), certifying that the conditions set forth in Section 5.3(a), and Section 5.3(b) have been satisfied. (d) the SPAC The Supply Agreement shall continue to be listed on Nasdaq through the Closing (including following any redemptions have been executed and delivered by II-VI Advanced Materials, Inc., shall not have been terminated or rescinded by II-VI Advanced Materials, Inc. and shall remain in connection with the Required SPAC Shareholder Approvals full force and the Extension);effect. (e) the Sponsor shall have delivered to the Investor a fully executed copy of the New Partnership Agreement, executed by Finnovate Sponsor LLC, Mxxxxx Xxxx, Jxxxxxxx Xxxxx, and a majority-in-interest of the limited partners of the Sponsor; (f) the Sponsor shall have delivered to the Investor executed stock powers from the SPAC Independent Directors authorizing the transfer of an aggregate of 61,875 Founder Shares held by the SPAC Independent Directors to Investor or its designee, and the SPAC shall have delivered to its transfer agent all necessary documentation to effect such transfer; (g) the Sponsor and SPAC shall have delivered to the Investor written confirmation, in a form reasonably acceptable to the Investor, that the New D&O Insurance Policy is in effect; (h) Immediately after the conclusion of the Shareholders Meeting, holders of Class B Common Shares shall have delivered conversion notices to the SPAC to convert their Class B Conversion Shares into an aggregate of 4,312,499 Class A Common Shares, and the SPAC shall have delivered to the SPAC’s transfer agent instructions for all of such Class B Conversion Shares to be re-issued as Class A Common Shares; (i) the Extension Proposal (and related disclosure in the Proxy) which has been approved by the SPAC Shareholders requires no more than the lesser of $100,000 or $0.033 for each Class A Common Share not redeemed in connection with the Shareholders Meeting, to be deposited into the Trust Account by the SPAC for each month of extension past the Initial Termination Date, unless otherwise agreed in writing by the Investor (such amount to be deposited in accordance with this Section 7.2(i) the “Trust Account Deposit Amount”); (j) the Trust Account has a balance of at least $30.0 million after redemptions in connection with the Shareholders Meeting and prior to the deposit of the Initial Investment Contribution; (k) the SPAC shall have delivered to the Investor evidence of the termination of the SPAC Related Party Transactions and Sponsor Related Party Transactions and the Terminated Commercial Arrangements, in form and substance reasonably agreed by the Investor (other than as set forth on Section 7.2(k) of the SPAC Disclosure Schedules); (l) the SPAC shall have delivered to the Investor irrevocable commitments to resign from each of the directors and officers of the SPAC, each such resignation letter to be effective (x) with respect to Dxxxx Xxxxxxx, Rxx Xxxxx, Jxxxxxxx Xxxxx and Uxx Xxxxxxxxx, as of the Closing, and (y) with respect to the Independent Directors, upon the expiration of the 14F Waiting Period; (m) Access to the SPAC’s bank account(s) The Side Letter shall have been transferred executed and assigned to Investor and/or its designees; (n) The Sponsor delivered by the parties thereto, shall not have delivered been amended, waived, terminated or rescinded in a manner adverse to the Investor a fully executed copy of the Sponsor Commitment Letter; (o) SPAC Company and shall have delivered to the Investor a fully executed copy of a letter agreement with EarlyBirdCapital, Inc., remain in the form attached hereto as Exhibit B; and (p) at or prior to the Closing, the SPAC full force and the Sponsor shall have delivered, or caused to be delivered, to the Investor a certificate duly executed by an authorized officer of the SPAC and an authorized officer of the Sponsor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to the Investoreffect.

CONDITIONS TO THE OBLIGATION OF THE INVESTOR. The obligation of the Investor to consummate the transactions contemplated by this Agreement are Transactions is also subject to the satisfaction or, if permitted by applicable Law, (or waiver in writing by the Investor Investor) at or prior to the Closing of the following further conditions: (a) The representations and warranties of the Company (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 3.23.1(a) (Organization, Good Standing and Qualification), Section 4.2 3.2 (Corporate Authority; Approval), Section 3.17 (Capital Structure), Section 3.18 (Brokers and Finders) and Section 3.20 (Status of Securities) (the first sentence of Section 3.8“Company Fundamental Representations”) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” materiality qualifiers or “Material Adverse Effect” or any similar limitation set forth hereinEffect qualifiers therein) in all material respects both as of the date of this Agreement and as of the Closing, Closing as though made on and as of the Closing such date and time (except to the extent that any such representation and warranty is made expressly speaks as of an earlier a particular date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier particular date), (ii) the representations and warranties set forth in Section 3.2 and Section 4.2 3.5(b) shall be true and correct in all respects (except for de minimis inaccuracies) both as of the date of this Agreement and as of the Closing, Closing as though made on and as of such date and time, and (iii) set forth in Article III of this Agreement, other than the Company Fundamental Representations, shall be true and correct (without giving effect to any materiality qualifiers or Material Adverse Effect qualifiers therein) both as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty is made expressly speaks as of an earlier a specific date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in the first sentence of Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and (iv) the representations and warranties of set forth in Article III and Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of any such representations and warranties to be so true and correctcorrect would not reasonably be expected to have, taken as a wholeindividually or in the aggregate, does not cause a Material Adverse Effect;. (b) the SPAC and the Sponsor The Company shall have performed and complied in all material respects with the agreements and covenants and agreements required to be performed or complied with by the SPAC and the Sponsor it under this Agreement at or prior to the Closing, as applicable;Closing Date. (c) since The Investor shall have received a certificate, signed on behalf of the date Company by a duly authorized representative of this Agreementthe Company (solely in his or her capacity as such and not in his or her personal capacity, no Material Adverse Effect has occurred;and without personal liability), certifying that the conditions set forth in Section 5.3(a), and Section 5.3(b) have been satisfied. (d) the SPAC shall continue to be listed on Nasdaq through the Closing (including following any redemptions in connection with the Required SPAC Shareholder Approvals and the Extension); (e) the Sponsor shall have delivered to the Investor a fully executed copy of the New Partnership Agreement, executed by Finnovate Sponsor LLC, Mxxxxx Xxxx, Jxxxxxxx Xxxxx, and a majority-in-interest of the limited partners of the Sponsor; (f) the Sponsor shall have delivered to the Investor executed stock powers from the SPAC Independent Directors authorizing the transfer of an aggregate of 61,875 Founder Shares held by the SPAC Independent Directors to Investor or its designee, and the SPAC shall have delivered to its transfer agent all necessary documentation to effect such transfer; (g) the Sponsor and SPAC shall have delivered to the Investor written confirmation, in a form reasonably acceptable to the Investor, that the New D&O Insurance Policy is in effect; (h) Immediately after the conclusion of the Shareholders Meeting, holders of Class B Common Shares shall have delivered conversion notices to the SPAC to convert their Class B Conversion Shares into an aggregate of 4,312,499 Class A Common Shares, and the SPAC shall have delivered to the SPAC’s transfer agent instructions for all of such Class B Conversion Shares to be re-issued as Class A Common Shares; (i) the Extension Proposal (and related disclosure in the Proxy) which has been approved by the SPAC Shareholders requires no more than the lesser of $100,000 or $0.033 for each Class A Common Share not redeemed in connection with the Shareholders Meeting, to be deposited into the Trust Account by the SPAC for each month of extension past the Initial Termination Date, unless otherwise agreed in writing by the Investor (such amount to be deposited in accordance with this Section 7.2(i) the “Trust Account Deposit Amount”); (j) the Trust Account has a balance of at least $30.0 million after redemptions in connection with the Shareholders Meeting and prior to the deposit of the Initial Investment Contribution; (k) the SPAC shall have delivered to the Investor evidence of the termination of the SPAC Related Party Transactions and Sponsor Related Party Transactions and the Terminated Commercial Arrangements, in form and substance reasonably agreed by the Investor (other than as set forth on Section 7.2(k) of the SPAC Disclosure Schedules); (l) the SPAC shall have delivered to the Investor irrevocable commitments to resign from each of the directors and officers of the SPAC, each such resignation letter to be effective (x) with respect to Dxxxx Xxxxxxx, Rxx Xxxxx, Jxxxxxxx Xxxxx and Uxx Xxxxxxxxx, as of the Closing, and (y) with respect to the Independent Directors, upon the expiration of the 14F Waiting Period; (m) Access to the SPAC’s bank account(s) The Side Letter shall have been transferred executed and assigned to Investor and/or its designees; (n) The Sponsor delivered by the parties thereto, shall not have delivered been amended, waived, terminated or rescinded in a manner adverse to the Investor a fully executed copy of the Sponsor Commitment Letter; (o) SPAC Company and shall have delivered to the Investor a fully executed copy of a letter agreement with EarlyBirdCapital, Inc., remain in the form attached hereto as Exhibit B; and (p) at or prior to the Closing, the SPAC full force and the Sponsor shall have delivered, or caused to be delivered, to the Investor a certificate duly executed by an authorized officer of the SPAC and an authorized officer of the Sponsor, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to the Investoreffect.