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

Conditions to the Obligations of the Parties. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) each Consent set forth on Section 6.1(a) of the applicable waiting period (and any extension(s) thereof) Bannix Disclosure Schedules relating to the Transactions shall have expired or been terminated and any other applicable Consent transactions contemplated by this Agreement shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) each of the Required CCTS Company Shareholder Resolutions shall have been passed by Company Shareholders holding at least the requisite number of issued and outstanding Equity Securities of the Company; (e) the Bannix Stockholder Approval shall have been obtained; (if) Holdcothe Bannix’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the Closing, Holdco Bannix shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and Bannix shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, and (iii) or would not be cured at or immediately following the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;Closing; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder Bannix Stockholder Redemption), Holdco Bannix or the Company shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be Merger are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS FLAC Shareholder Approval shall have been obtained; (e) the Required Company Shareholder Approval shall have been obtained; (f) (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fg) the size and composition of Holdco Board shall be as contemplated under Section 5.16; and (h) after giving effect to the Transactions (including the CCTS PIPE Financing and the FLAC Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Date.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of each Party Cathay Bank and Cathay Bancorp on the one hand and GBC and General Bank on the other hand to consummate the Transactions shall be Bank Merger and the Merger are subject to the satisfaction following conditions precedent (except as to those which Cathay Bancorp or written waiver (where permissible) by GBC, as the Company and CCTS of the following conditions:case may be, may choose to waive): (a) no preliminary or permanent injunction or other order by any Governmental Entity that prevents the applicable waiting period (and any extension(s) thereof) relating to consummation of the Transactions shall have expired Bank Merger or been terminated and any other applicable Consent the Merger shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawissued and shall remain in effect; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, parties shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerhave received all applicable Regulatory Approvals; (c) since the Registration Statement/Proxy Statement date hereof, there shall not have become effective in accordance with been enacted, promulgated or issued any statute, rule, regulation or order deemed applicable to the provisions Bank Merger or the Merger that would prohibit ownership or operation by Cathay Bancorp of all or a material portion of the Securities Actassets of GBC and its Subsidiaries, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such taken as a stop order shall have been threatened or initiated by the SEC and remain pendingwhole; (d) the Required CCTS Shareholder Approval Joint Proxy Registration Statement shall have been obtaineddeclared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC and, if the offering for sale of the Cathay Common Stock in the Merger pursuant to this Agreement is subject to the securities laws of any state, the Joint Proxy Registration Statement shall not be subject to a stop order of any state securities authority; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions respective shareholders of GBC and Cathay Bancorp shall have been duly approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;Merger; and (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) there shall not have occurred and be applicable continuing (i) any general suspension of trading in, or limitation on prices for, securities on the Nasdaq NM for a period in excess of five (5) hours (excluding any organized halt triggered solely as a result of a specified decrease in a market index or suspensions or limitations resulting solely from physical damage, technological or software breakdowns or malfunctions or interference with such exchanges not related to market conditions); or (ii) a declaration by a Governmental Entity of a banking moratorium or any suspension of payments in respect of banks in the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingUnited States.

Conditions to the Obligations of the Parties. The respective obligations of each Party the Parties under this Agreement to consummate the Transactions shall transactions contemplated hereby will be subject to the satisfaction satisfaction, at or written waiver (where permissible) by the Company and CCTS prior to Closing, of the following conditionsconditions that: (aA) there shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree of any Governmental Entity (an “Order”) the applicable effect of which prohibits the Closing, and no litigation, arbitration, investigation or administrative proceeding seeking to enjoin, restrict or prevent the consummation of the transactions contemplated by this Agreement or any of the Joint Venture Agreements, or seeking to prohibit or limit the ability of the Joint Venture Company, Intel or Micron to conduct the business contemplated by the Joint Venture Agreements, shall be pending before any Governmental Entity; (B) the Parties shall have caused the Joint Venture Company to obtain all property insurance and other insurance policies, effective as of the Closing, as set forth on Schedule 5.2(B) of the Master Agreement Disclosure Letter, which insurance coverage may be provided through one or more insurance policies of a Member; (C) the Annexation and Development Agreement and the Economic Development Agreement each shall have been assigned to, and assumed by, the Joint Venture Company; (D) all required waiting period (and any extension(s) thereof) relating to periods under the Transactions HSR Act shall have expired or been terminated and terminated, any other applicable Consent filings or approvals required to be made or obtained under any foreign antitrust, competition or fair trade laws or regulations shall have been obtained (made or deemedobtained, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to and any required waiting periods under any applicable Antitrust Lawforeign antitrust, competition or fair trade laws or regulations shall have expired or been terminated; in each case without the imposition of any conditions; (bE) no Order statute, rule, regulation, executive order, decree, ruling or Law issued injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state or foreign court of competent jurisdiction or other United States federal or state or foreign Governmental Entity that prohibits, restrains, enjoins or other legal restraint or prohibition, in each case preventing restricts the consummation of the Transactionstransactions contemplated by this Agreement or the Joint Venture Documents; and (F) the Parties shall have approved the Initial Business Plan, shall be in effectincluding the [***] Budget and the [***] Budget, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with Joint Venture Company through the Merger; first three (c3) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions years of operation of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingJoint Venture Company.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) or Consent under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s Atlas’ initial listing application with Nasdaq NYSE in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco Atlas shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and Atlas shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and (iii) the Holdco Atlas New Class A Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceNYSE; (e) the Company Stockholder Written Consent shall have been obtained; (f) the Required Atlas Stockholder Approval shall have been obtained; and (g) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Atlas shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations obligation of each Party the parties to consummate the Transactions Merger shall be subject to the satisfaction satisfaction, or written waiver (where permissible) by the Company and CCTS Parent, in its sole discretion, of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating All conditions precedent to the Transactions shall have expired or been terminated closing of an offering of the shares of Common Stock (excluding any shares covered by an additional allotment option) to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, to certain persons outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act, and any other applicable Consent to “accredited investors,” as defined in Rule 501(a) under the Securities Act (collectively, the “144A Offering”), shall have been obtained (satisfied or deemedirrevocably and unconditionally waived, by applicable Law, to and the closing of the 144A Offering shall have been obtainedcompleted (excluding any closing related to the additional allotment option), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;. (b) no Order or Law issued Each of the representations and warranties made by any court the parties (other than Parent) in this Agreement that is qualified by reference to materiality shall be true and correct, and each of competent jurisdiction or the other Governmental Entity or representations and warranties made by the parties (other legal restraint or prohibitionthan Parent) in this Agreement shall be true and correct in all material respects, in each case preventing as of the date of this Agreement and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak of a specified date or time need only be true and correct as of such specified date or time). (c) The Company shall have obtained the Required Regulatory Consents, each of which shall remain in full force and effect as of the Closing. “Required Regulatory Consents” shall mean all licenses, permits, consents, approvals, authorizations, waivers, and/or notifications to or from, as the case may be, those Governmental Authorities set forth on Exhibit D. (d) Parent shall have received, in form and substance reasonably acceptable to Parent, written evidence and any supporting documentation reasonably requested by Parent that the Required Regulatory Consents have been obtained. (e) No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a Governmental Authority that prohibits the consummation of the Transactionstransactions contemplated by this Agreement, including the Merger, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;. (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco The Company and each Member shall have complied and performed in all material respects with the covenants, agreements and obligations required by this Agreement to be so performed or complied with by the Company and such Member at least $5,000,001 or before the Closing. (g) Parent may not waive the condition of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) obtaining any Required Regulatory Consents if the failure to obtain such Required Regulatory Consents causes or will cause a material adverse effect upon the business of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingCompany.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or written waiver (where permissible) prior to the Closing Date, by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other required regulatory approvals applicable Consent to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawand shall remain in full force and effect; (bi) all shares of the Company Series C Preferred Stock shall have been exchanged for Restricted Shares, and no shares of the Company Series C Preferred Stock shall be outstanding, and (ii) all shares of the Company Series F Preferred Stock shall have been redeemed by the Company at a redemption price of $0.01 per share, and no shares of the Company Series F Preferred Stock shall be outstanding; (c) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be pending or in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cd) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (de) the Required CCTS Shareholder Approval shall have been obtained; (i) HoldcoMEOA’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco MEOA shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and MEOA shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and (iii) the Holdco MEOA Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect the MEOA Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.16(a) and Section 5.16(b); (g) the Transactions (including the CCTS Shareholder Redemption), Holdco Required MEOA Stockholder Approval shall have at least $5,000,001 of net tangible assets been obtained; and (as determined in accordance with Rule 3a51-1(g)(1h) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) Company Stockholder Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingobtained.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the all applicable waiting period periods (and any extension(s) extensions thereof) relating under the HSR Act with respect to the Transactions transactions contemplated by this Agreement, and any commitment to, or agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or been terminated terminated, and any other applicable Consent all Consents under the Laws listed in Section 6.1(a) of the Company Disclosure Schedules shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawand shall remain in full force and effect; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval each Company Party Stockholder Written Consent shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required Parent Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;obtained; and (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) all authorizations, consents, orders, approvals, filings and declarations set forth on Section 7.1(a) of the applicable Company Disclosure Schedules, and all waiting period (and any extension(s) thereof) periods relating to the Transactions shall have expired or been terminated and any other applicable Consent thereto, shall have been filed, occurred or been obtained (or deemedall such authorizations, by applicable Lawconsents, to have been obtainedorders, approvals, filings and declarations and the lapse of all such waiting periods, the “Requisite Regulatory Approvals”), as applicable, so that the Transactions are deemed to and all such Requisite Regulatory Approvals shall be cleared, approved or consented to under any applicable Antitrust Lawin full force and effect; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Mountain Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required FCB General Assembly Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco TopCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; (g) after giving effect to the transactions contemplated hereby, BP or any other Affiliate of FCB shall hold at least 51% of TopCo Ordinary Shares on a fully diluted basis as of immediately following the Closing; (h) As of the Closing, TopCo, Mountain and their respective Subsidiaries shall have in the aggregate not less than €50 million in cash pursuant to amounts held in or out of the Trust Account or raised in the PIPE Financing (the “Minimum Cash Condition”); it being understood that the Minimum Cash Condition shall be measured prior to the payment of the Mountain Expenses and the Company Expenses; provided, that any terminating Party shall consult in good faith with the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS other Parties prior to or making the determination that the Minimum Cash Condition is not satisfied and terminating the Agreement therefor pursuant to Article VIII; and (i) TopCo’s initial listing application with Nasdaq in connection with the CCTS Shareholders MeetingTransactions shall have been approved and, immediately following the Closing, TopCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and TopCo shall not have received any notice of non-compliance therewith, and the TopCo Ordinary Shares shall have been approved for listing on Nasdaq.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the each applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactionstransactions contemplated by this Agreement (including the Closing) shall exist, and the Parties shall be act reasonably and in effect, including, for good faith and consult each other when assessing the avoidance application of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerany such restraint or prohibition; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the SPAC Stockholder Approval shall have been obtained; (if) HoldcoSPAC’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco SPAC shall be able to satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and SPAC shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (iii) including the Holdco Shares and Holdco Warrants Class A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject only to official notice of issuance;issuance thereof; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionSPAC Stockholder Redemption and the PIPE Financing), Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the each applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement (including the Closing) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the approval of the sole stockholder of Merger Sub, as contemplated in Section 5.9; (f) the Priveterra Stockholder Approval shall have been obtained; (ig) HoldcoPriveterra’s initial listing application with Nasdaq the Listing Exchange in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco Priveterra shall be able to satisfy any applicable initial and continuing listing requirements of Nasdaqthe Listing Exchange, (ii) Holdco and Priveterra shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (iii) including the Holdco Shares and Holdco Warrants Class A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaqthe Listing Exchange, subject only to official notice of issuance;issuance thereof; and (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPriveterra Stockholder Redemption and any Interim Financing Arrangement), Holdco Priveterra shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the parties hereto to consummate the Transactions shall be Closing are subject to the satisfaction satisfaction, or written the waiver (where permissible) by the Company and CCTS mutual agreement of the parties, of all the following conditions: (a) the applicable waiting period (and No provisions of any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained)and no final, as applicable, so that non-appealable Order shall prohibit the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;consummation of the Closing. (b) no Order There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing otherwise restrict the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger;Closing. (c) The SEC shall have completed its review of Proxy Statement, and the Acquiror shall have filed the definitive Proxy Statement with the SEC and distributed the definitive Proxy Statement to its shareholders. (d) The Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of under the Securities Act, Act and no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order proceedings for that purpose shall have been initiated or threatened or initiated by the SEC and remain pending;not withdrawn. (de) the Required CCTS The Acquiror Shareholder Approval shall have been obtained;. (f) The Merger Sub Shareholder Approvals shall have been obtained. (g) The TAG Shareholder Approvals shall have been obtained. (h) The OPH Merger shall have been consummated and legally effective under Hong Kong Law. (i) Holdco’s initial listing application All Consents required to be obtained from or made with Nasdaq any Authority in connection with order to consummate the Transactions transactions contemplated by this Agreement shall have been approved such that, immediately following obtained or made. (j) Each of the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions Additional Agreements shall have been approved for listing on Nasdaq, subject to official notice of issuance;entered into and the same shall be in full force and effect. (fk) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco The Articles of Merger I shall have at least $5,000,001 been executed, shall have been filed with and accepted by the BVI Registrar of net tangible assets Corporate Affairs, and shall have become effective under BVI Law. (as determined in accordance l) The Articles of Merger II shall have been executed, shall have been filed with Rule 3a51-1(g)(1) and accepted by the BVI Registrar of the Exchange Act) immediately after the Closing; providedCorporate Affairs, that the condition set forth in this Section ‎7.1(f) and shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetinghave become effective under BVI Law.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions there shall have expired or been terminated and any other applicable Consent shall not have been obtained (entered, enacted or deemed, promulgated any Law or Order enjoining or prohibiting the consummation of the transactions contemplated by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawthis Agreement; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (dc) the Required CCTS Company Preferred Shareholder Approval and the Company Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq in connection with the Transactions SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (fe) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Offer; (f) the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Company’s initial listing application with NYSE in connection with the CCTS Shareholders Meeting.transactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Ordinary Shares to be issued pursuant to the Merger) shall have been approved for listing on NYSE, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; (g) the Company Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 2.2(f); and (h) any required notice and approval to and by the Israeli Innovation Authority (the “IIA”) in accordance with the IIA Law (as defined below) with respect to the transactions contemplated hereby, have been filed and obtained;

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the all applicable waiting period (and any extension(s) thereof) relating to periods under the Transactions HSR Act shall have expired or otherwise been terminated terminated, and there shall not be in effect any voluntary agreement between Pioneer and the Company, on the one hand, and the Federal Trade Commission or the Department of Justice, on the other applicable Consent shall hand, pursuant to which the Parties have been obtained (or deemed, by applicable Law, agreed not to have been obtained), as applicable, so that consummate the Transactions are deemed to be cleared, approved or consented to under Merger for any applicable Antitrust Lawperiod of time; (b) no Order or Order, Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint issued by any Governmental Entity enjoining or prohibition, in each case preventing prohibiting the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect; provided, includingthat the Governmental Entity issuing such Order, for Law or legal restraint has jurisdiction over the avoidance of doubt, a failure parties hereto with respect to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergertransactions contemplated hereby; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Preferred Shares Conversion shall have occurred as contemplated by the Conversion Written Consent; (e) the Company 2020 Convertible Notes Conversion shall have occurred as contemplated by the 2020 Notes Written Consent; (f) the Company Shareholder Approval Written Consent shall have been obtained; (ig) Holdco’s initial listing application with Nasdaq in connection with the Transactions Pioneer Shareholder Approvals shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS PIPE Financing and the Pioneer Shareholder Redemption), Holdco Pioneer shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; provided, that and (i) the condition set forth in this Section ‎7.1(f) FINRA Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to obtained without any material restrictions or in connection with the CCTS Shareholders Meetingconditions.

Conditions to the Obligations of the Parties. The -------------------------------------------- respective obligations of each Party of the parties hereto to consummate fulfill their obligations hereunder at the Transactions Closing shall be subject to the satisfaction or written waiver (where permissible) by prior to the Company and CCTS Closing of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating All requirements prescribed by law which are necessary to the Transactions shall have expired or been terminated consummation of the transactions contemplated by this Agreement and any other applicable Consent the Related Agreements shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;satisfied. (b) no Order No party to this Agreement or Law issued by the Related Agreements shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or other Governmental Entity or other legal restraint or prohibition, in each case preventing prohibits the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance any of the Holdco Shares in connection with transactions contemplated by this Agreement or the Merger;Related Agreements. (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities ActNo statute, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement rule or regulation shall have been issued under enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or 17 makes illegal consummation of any of the Securities Act transactions contemplated by this Agreement or the Related and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;Sale Agreements. (d) The Selling Shareholders shall have completed the Required CCTS Shareholder Approval sale of the shares of Common Stock as contemplated by the Purchase and Sale Agreement and this Agreement and the aggregate consideration paid for all or the Common Stock shall be U.S. $237,775,000, of which U.S. $220,000,000 shall have been obtained; (i) Holdco’s initial listing application with Nasdaq paid to the Selling Shareholders in connection with immediately available funds at the Transactions Closing. The remaining U.S. $17,775,000 shall have been approved such thatused to pay the costs, immediately following fees and expenses of the ClosingTransaction, Holdco shall satisfy any applicable initial other than the fees and continuing listing requirements expenses of NasdaqChase Securities, (ii) Holdco Inc., the Attorneys-in-Fact and O'Melveny & Xxxxx, LLP. The Selling Shareholders shall not have received be responsible for the payment of any notice of nonthe costs or expenses of the Transaction other than for the payment of the fees and expenses of Chase Securities, Inc., the Attorneys-compliance therewithin-Fact and O'Melveny & Xxxxx, and LLP. (iiie) the Holdco Shares and Holdco Warrants No party to this Agreement shall be issued in connection with the Transactions material breach of this Agreement unless such breach shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to waived in writing by the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingother party hereto.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the all applicable waiting period (and any extension(s) thereof) relating to periods under the Transactions HSR Act shall have expired or otherwise been terminated terminated, and there shall not be in effect any voluntary agreement between Acquiror, Newco or any XxXxxxx Company, on the one hand, and the Federal Trade Commission or the Department of Justice, on the other applicable Consent shall hand, pursuant to which the Parties have been obtained (or deemed, by applicable Law, agreed not to have been obtained), as applicable, so that consummate the Transactions are deemed to be cleared, approved or consented to under Merger for any applicable Antitrust Lawperiod of time; (b) no Order or Order, Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint issued by any Governmental Entity enjoining or prohibition, in each case preventing prohibiting the consummation of the Transactions, transactions contemplated by this Agreement or the Ancillary Documents shall be in effect; provided, includinghowever, for that the avoidance of doubtGovernmental Entity issuing such Order, a failure Law or legal restraint has jurisdiction over the parties hereto with respect to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergertransactions contemplated hereby; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement Order shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order Order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Acquiror Shareholder Approval Approvals shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Marblegate Affiliate Consents shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Acquiror Shareholder Redemption), Holdco Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(11(g) (1) of the Exchange Act) immediately after the ClosingEffective Time; (g) the XxXxxxx Equity Value shall have become final and binding in accordance with Section 3.5; provided, that and (h) each of the condition set forth in this Section ‎7.1(f) Parties shall not have used commercially reasonable efforts to cause any Unpaid Acquiror Expenses consisting of deferred underwriting commissions to be applicable reduced to such amount as is mutually acceptable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingParties.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (a) the (i) each applicable waiting period (and any extension(s) extension thereof) relating under the HSR Act or any other applicable Antitrust Law that the Parties have agreed in writing is required to the Transactions be observed (such agreement not to be unreasonably withheld, conditioned, or delayed) shall have expired or been terminated and (ii) approval or Consent under any other applicable Consent Antitrust Law that the Parties have agreed in writing is required to be obtained (such agreement not to be unreasonably withheld, conditioned, or delayed) shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order Order, Law or Law issued other legal restraint or prohibition entered, issued, enacted or promulgated by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Transactions, Transactions shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Required CCTS Shareholder Approvals shall have been obtained; (e) the Required Cascadia Shareholder Approval shall have been obtained; (if) HoldcoCascadia’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco shall Cascadia shall, after giving effect to the Transactions, satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and Cascadia shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and the Cascadia Shares (iii) including the Holdco Cascadia Shares and Holdco Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions (including after giving effect to the CCTS Financing and after giving effect to the Cascadia Shareholder Redemption), Holdco Cascadia shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be Closing are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become been filed and will be effective in accordance with the provisions of the Securities ActAct as of the Closing, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened in writing or initiated by the SEC and remain pending; (dc) the Required CCTS Armada Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq in connection with the Transactions Company Reorganization and the Merger shall have occurred; (e) the Cayman NewCo Incentive Equity Plan shall be effective at Closing; (f) each Consent set forth on Section 6.1(f) of the Armada Disclosure Schedules and Cayman NewCo Disclosure Schedules shall have been approved such thatobtained (or deemed, immediately following the Closingby applicable Law, Holdco to have been obtained), as applicable; (g) All required filings under any Antitrust Law shall satisfy have been completed and any applicable initial waiting period (and continuing listing requirements any extension thereof) applicable to the consummation of Nasdaq, (ii) Holdco the transactions contemplated by this Agreement under any applicable Antitrust Law shall not have received any notice of non-compliance therewithexpired or been terminated, and any pre-Closing reviews, approvals or clearances reasonably required thereunder, or by the NASDAQ or any other Governmental Authority shall have been completed or obtained; (iiih) the Holdco Shares and Holdco Warrants applicable Cayman NewCo Securities to be issued in connection with the Transactions pursuant to this Agreement shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuancethe issuance thereof; (fi) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionCompany Reorganization, the PIPE Financing, the Merger and the Promissory Note), Holdco Cayman NewCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided; (j) (i) the Cayman NewCo Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, that as though made on and as of the condition set forth in this Section ‎7.1(f) shall not be applicable Closing Date (except to the extent that any such requirement has been validly removed from 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 Governing Documents representations and warranties of CCTS prior Cayman NewCo (other than the representations and warranties contemplated by clause (i)) contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Cayman Newco Material Adverse Effect” or any similar limitation set forth herein) in connection with all respects as of the CCTS Shareholders Meeting.date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (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 Cayman NewCo Material Adverse Effect;

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) each Consent set forth on Section 6.1(a) of the applicable waiting period (and any extension(s) thereof) BOA Disclosure Schedules relating to the Transactions shall have expired or been terminated and any other applicable Consent transactions contemplated by this Agreement shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) each of the Required CCTS Company Shareholder Resolutions shall have been passed by Company Shareholders holding at least the requisite number of issued and outstanding Equity Securities of the Company, in each case, required to approve and adopt each such resolution in accordance with applicable Law and the Company’s Governing Documents; (e) the BOA Stockholder Approval shall have been obtained; (if) Holdcothe Company’s initial listing application with Nasdaq NYSE in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco the Company shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and the Company shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and (iii) the Holdco Company Ordinary Shares and Holdco the New Company Warrants (including the Company Ordinary Shares and the New Company Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;NYSE; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder BOA Stockholder Redemption), Holdco BOA or the Company shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the all applicable waiting period periods (and any extension(s) extensions thereof) relating ), if any, under the HSR Act with respect to the Transactions Transactions, and any commitment to, or agreement (including any timing agreement) with, any Governmental Entity not to close the Transactions, shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no there shall not have been entered, issued, enacted or promulgated any Law or Order enjoining, prohibiting, restricting or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing making unlawful the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Equityholder Approval shall have been obtained; (e) the SPAC Shareholder Approval shall have been obtained; (if) Holdco’s initial listing application with Nasdaq in connection with the Transactions Israeli Securities Law Approvals shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, obtained; (ii) Holdco shall not have received any notice of non-compliance therewith, and (iiig) the Holdco Section 350 Approval shall have been obtained; (h) the Israeli Tax Rulings shall have been obtained; (i) the approval of the IIA to the Transactions; and (j) the NewPubco Ordinary Shares and Holdco NewPubco Warrants (including, for the avoidance of doubt, the NewPubco Ordinary Shares and NewPubco Warrants to be issued in connection with pursuant to the Transactions Merger) shall have been approved for listing on Nasdaq, subject only to official notice of issuance; (f) after giving effect issuance thereof and the requirement to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 a sufficient number of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetinground lot holders.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) or Consent under the HSR Act relating to the Transactions transactions contemplated by this Agreement and the Ancillary Documents shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Documents shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval 7GC New Class A Shares to be issued pursuant to this Agreement (including the Earn Out Shares) shall have been obtainedbe listed on Nasdaq upon the Closing, subject to any compliance extension on ability to remedy non-compliance, in each case as permitted by the Nasdaq continued listing rules; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco 7GC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately remaining after the Closing7GC Stockholder Redemptions; (f) the 7GC Stockholder Approval shall have been obtained and remain in full force and effect; provided, that and (g) the condition set forth First Merger Sub Sole Stockholder Approval shall have been obtained and remain in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingfull force and effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS SOAC of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions Company Arrangement Resolution shall have expired been approved by the Company Required Approval at the Company Shareholders Meeting in accordance with the Interim Order and applicable Law and a certified copy of such Company Arrangement Resolution shall have been delivered to SOAC; (b) subject to Article 8, the Final Order shall have been obtained on terms consistent with this Agreement and shall not have been set aside or been terminated and any other applicable Consent modified in a manner unacceptable to either SOAC or the Company, each acting reasonably, on appeal or otherwise; (c) the Investment Canada Act Approval shall have been obtained (only if either Party determines, acting reasonably, that an application for review under Part IV is required or deemed, by applicable Law, to have been obtainedappropriate), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (bd) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (ce) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (df) the Required CCTS SOAC Shareholder Approval shall have been obtained; (ig) HoldcoSOAC’s initial listing application with Nasdaq NYSE in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco SOAC shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and SOAC shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the SOAC Common Shares (iii) after giving effect, for the Holdco avoidance of doubt, to the SOAC Continuance and, including, for the avoidance of doubt, the SOAC Common Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Transactions) shall have been approved for listing on Nasdaq, subject to official notice of issuance;NYSE; and (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco SOAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions there shall have expired or been terminated and any other applicable Consent shall not have been obtained (entered, enacted or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved promulgated any Law or consented to under any applicable Antitrust Law; (b) no Order enjoining or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Transactions, shall be which Law or Order remains in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (dc) the Required CCTS Company Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq the Company shall have effectuated the Stock Split and shall have issued the Earnout Shares to be placed in connection with the Transactions Earnout Escrow Account for the benefit of the Pre-Closing Company Shareholders; (e) the SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions (including and the CCTS Shareholder Redemption)redemptions of any SPAC Public Shares pursuant to the Offer, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Offer and upon consummation of the condition set forth in this Section ‎7.1(fMerger; (g) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Company’s initial listing application with Nasdaq in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Shares to be issued pursuant to the Merger) shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; (h) all Consents of, or declarations or filings with, and all expirations or early terminations of waiting periods from, any Governmental Entity under applicable Laws, that are listed on Section 6.01(h) of the Company Disclosure Schedule shall have been filed, have occurred or been obtained (all such Consents, declarations and filings and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect; (i) The Parties shall have obtained the Consents from third parties set forth on Section 6.01(i) of the Company Disclosure Schedule; and (j) each Ancillary Document shall have been executed and delivered by the parties thereto and shall be in full force and effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Ancillary Documents, shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Documents shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerthreatened or pending; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement Order shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order Order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS STPC Class A Shares to be issued pursuant to this Agreement shall be listed on NYSE upon the Closing and shall otherwise satisfy the applicable listing requirements of the NYSE (including with respect to the minimum number of round lot holders); (e) the STPC Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq obtained and remain in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial full force and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceeffect; (f) after giving effect the Required Company Shareholder Approval shall have been obtained and remain in full force and effect; (g) the Aggregate STPC Transaction Proceeds shall be greater than or equal to $225,000,000 (the Transactions “Minimum Cash Condition”); and (including the CCTS Shareholder Redemption), Holdco h) STPC shall have at least $5,000,001 of net tangible assets (as determined following the exercise of STPC Shareholder Redemption in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the STPC’s Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingDocuments.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition, in each case preventing prohibition enjoining or prohibiting the consummation of any of the Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution or the Share Repurchase (collectively, the “Closing Transactions, ”) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (dc) the Required CCTS IIAC Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required Company Shareholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, obtained; (ii) Holdco shall not have received any notice of non-compliance therewith, and (iiie) the Holdco Company Ordinary Shares issuable in accordance with this Agreement, including the Merger and Holdco Warrants to be issued in connection with the Transactions PIPE Financing, shall have been approved for listing on Nasdaqthe NYSE, subject only to official notice of issuance; (f) any waiting period or approval or Consent required to be obtained from any Governmental Entity for the consummation of the Transactions as set forth on Section 7.1(f) of the Company Disclosure Schedules and IIAC Disclosure Schedules shall have been expired or obtained, as applicable; and (g) after giving effect to the Transactions (including Conversion, the CCTS Shareholder Redemption)Forward Purchase and the Merger and prior to the PIPE Financing, Holdco Capital Distribution and Share Repurchase, IIAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Blocker Corp Shareholder Written Consent shall have been obtained; (e) the Company Unitholder Written Consent shall have been obtained; (f) the Required CCTS SilverBox Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fg) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco SilverBox shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; providedEffective Time; (h) Pubco’s initial listing application with Nasdaq or NYSE, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or as applicable, in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, Pubco shall satisfy any applicable initial and continuing listing requirements of Nasdaq or NYSE, as applicable, and Pubco shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the shares of Pubco Common Stock to be issued pursuant to the Pubco Merger shall have been approved for listing on Nasdaq or NYSE, as applicable; (i) at least 5,000,000 shares of Pubco Common Stock shall be “publicly held” shares (within the meaning of applicable listing rules); (j) the Pubco Board shall consist of the number of directors, and be comprised of the individuals and classes, determined pursuant to Section 5.15(a) and Section 5.15(b); and (k) the Amended and Restated Pubco Charter shall have been duly filed with the Secretary of State of the State of Delaware, and the Amended and Restated Pubco Bylaws shall have been duly adopted.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for ; (b) the avoidance of doubt, a failure waiting period (and any extension thereof) applicable to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance consummation of the Holdco Shares in connection with transactions contemplated by this Agreement under the MergerHSR Act shall have expired or been terminated; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Parent Shareholder Approval shall have been obtained; (ie) HoldcoTopCo’s initial listing application with each of Nasdaq and Nasdaq First North in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the Closing, Holdco TopCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco each of Nasdaq and Nasdaq First North and TopCo shall not have received any notice of non-compliance therewith, and (iii) the Holdco TopCo Ordinary Shares shall have been approved for listing on Nasdaq and Holdco Nasdaq First North and the TopCo Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) Luxembourg independent statutory auditors (réviseurs d’entreprises agréé) of TopCo shall have issued at or before the Approval Date appropriate reports on (i) the exchange ratio applicable to the First Merger between TopCo and Parent prepared in accordance with article 1021-6 of the Luxembourg Company Law and (ii) the Second Merger between TopCo and Company consisting in a report on the contributions in kind relating to TopCo’s shares issuance to the Company Shareholders further to the Second Merger prepared in accordance with articles 1021-6(3) and 420-10 of the Luxembourg Company Law; and (g) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after before the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the each applicable waiting period (and any extension(s) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the AHAC Stockholder Approval shall have been obtained; (if) HoldcoAHAC’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco AHAC shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and AHAC shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (iii) including the Holdco Shares and Holdco Warrants Class A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco AHAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) all authorizations, consents, orders, approvals, filings and declarations set forth on Section 7.1(a) of the applicable Company Disclosure Schedules, and all waiting period (and any extension(s) thereof) periods relating to the Transactions shall have expired or been terminated and any other applicable Consent thereto, shall have been filed, occurred or been obtained (or deemedall such authorizations, by applicable Lawconsents, to have been obtainedorders, approvals, filings and declarations and the lapse of all such waiting periods, the “Requisite Regulatory Approvals”), as applicable, so that the Transactions are deemed to and all such Requisite Regulatory Approvals shall be cleared, approved or consented to under any applicable Antitrust Lawin full force and effect; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Mountain Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required FCB General Assembly Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco TopCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; (g) after giving effect to the transactions contemplated hereby, BP or any other Affiliate of FCB shall hold at least 51% of TopCo Ordinary Shares on a fully diluted basis as of immediately following the Closing; (h) As of the Closing, TopCo, Mountain and their respective Subsidiaries shall have in the aggregate not less than €90 million in cash pursuant to amounts held in or out of the Trust Account or raised in the PIPE Financing (the “Minimum Cash Condition”); it being understood that (i) the Minimum Cash Condition shall be reduced by any cash amounts received by FCB, whether (A) in connection with the transactions contemplated hereby, (B) the Bridgeburg Agreements or (C) other agreements or transactions involving the sale of Bridgeburg Ordinary Shares to any third party that are on terms no less favourable to FCB and its Affiliates than those of the Libero SPA and (ii) the Minimum Cash Condition shall be measured prior to the payment of the Mountain Expenses and the Company Expenses and (iii) any amounts that are required to be paid from the Trust Account to a segregated account pursuant to the FPA shall not count towards the Minimum Cash Condition; provided, that any terminating Party shall consult in good faith with the condition set forth in this Section ‎7.1(fother Parties prior to making the determination that the Minimum Cash Condition is not satisfied and terminating the Agreement therefor pursuant to Article VIII; (i) If so requested by FCB, the FPA shall be terminated with no cost for the Company or Mountain (i.e. any termination costs shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to account as Company Expenses or Mountain Espenses); and (j) TopCo’s initial listing application with Nasdaq in connection with the CCTS Shareholders MeetingTransactions shall have been approved and, immediately following the Closing, TopCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and TopCo shall not have received any notice of non-compliance therewith, and the TopCo Ordinary Shares shall have been approved for listing on Nasdaq.

Conditions to the Obligations of the Parties. (a) The obligations of each Party to consummate the Transactions Company under this Section 1 shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS each of the following conditions: (ai) the applicable waiting period (and any extension(s) thereof) relating Purchaser shall have delivered to the Transactions Company on or prior to 5:00 p.m. Los Angeles time on July 13, 2001 a copy of this Agreement duly executed by Purchaser and, if applicable, his or her spouse, together with a properly completed Schedule I to this Agreement; (ii) the Purchaser shall have expired delivered to the Company prior to the closing cash or a certified bank check in an amount equal to Row 9 of Schedule I (the "New Cash Consideration"); ---------------------- (iii) if the Purchaser is electing to pay all or a portion of the Total Purchase Price for shares of Directly Owned Class A Common Stock purchased hereby by the assignment to the Company (pursuant to Section 1.7 hereto) of all or a portion of the proceeds that the Purchaser would otherwise be entitled to receive in the Merger for shares of CB Xxxxxxx Xxxxx Services Common Stock, the Purchaser shall deliver to the Company after the Closing (A) the certificate or certificates (the "Old --- Certificates") representing such CB Xxxxxxx Xxxxx Services Common Stock ------------ upon Purchaser's receipt of a letter from the Company after the Closing requesting the delivery of such Old Certificates, and (B) an executed, undated stock power in the form of Exhibit D hereto (a "Stock Power") with respect to the shares of XX Xxxxxxx ----------- Xxxxx Services Common Stock represented by the Old Certificates; (iv) if the Purchaser is electing to pay a portion of the Total Purchase Price for shares of Directly Owned Class A Common Stock purchased hereby by delivery of a full-recourse note, the Purchaser (x) must be purchasing the minimum number of shares of Directly Owned Class A Common Stock and/or shares of Class A Common Stock underlying stock fund units in the DCP Plan that is required for Purchaser to be eligible to use a Note (such amount having been terminated communicated to Purchaser by either telephone or e-mail) and any other applicable Consent (y) shall have been obtained duly executed and delivered to the Company (or deemed, by applicable Law, A) a full-recourse note (the "Note") payable to have been obtainedthe Company in an ---- amount equal to Row 8 of Schedule I (the "Note Consideration"), which Note ------------------ shall be in the form of Exhibit B hereto, (B) a Pledge Agreement (the "Pledge Agreement") in favor of the Company, pursuant to which the ---------------- Purchaser shall pledge to the Company, among other things, shares of Directly Owned Class A Common Stock purchased hereby with an aggregate offering price equal to 200% of the principal amount of the Note, as applicablesecurity for the payment of the Note, so that and the Transactions are deemed Company shall thereafter hold on behalf of the Purchaser, among other things, the New Certificates representing such shares of Directly Owned Class A Common Stock, which Pledge Agreement shall be in the form of Exhibit C hereto, and (C) a Stock Power (in addition to any Stock Power delivered pursuant to clause (ii) above) with respect to the shares of Directly Owned Class A Common Stock represented by the New Certificates; (v) if the Purchaser is married, or will be clearedmarried on the Closing Date, approved the Purchaser's spouse shall have duly executed and delivered to the Company the "Consent of Spouse" page attached to this Agreement; (vi) the closing of the Merger Agreement shall have occurred prior to, or consented to under any applicable Antitrust Law;be occurring substantially simultaneously with, the Closing; and (vii) the representations and warranties of the Purchaser in Section 1.6 of this Agreement shall be true and correct as of the Closing Date in all material respects. (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation The obligations of the Transactions, Purchaser under this Section 1 shall be in effect, including, for the avoidance of doubt, a failure subject to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance each of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained;following conditions: (i) Holdco’s initial listing application with Nasdaq the representations and warranties of the Company in connection with Section 1.5 of this Agreement shall be true and correct as of the Transactions shall have been approved such thatClosing Date in all material respects, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and (ii) Holdco shall not have received any notice the closing of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions Merger Agreement shall have been approved for listing on Nasdaqoccurred prior to, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)or be occurring substantially simultaneously with, Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (a) the each applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order Order, Law or Law other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Domestication or the Merger(the “Closing Transactions, ”) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Required CCTS Shareholder Approval shall have been obtained; (ie) Holdcothe Required ARYA Shareholder Approval shall have been obtained; (f) ARYA’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco shall ARYA shall, after giving effect to the ARYA Shareholder Redemption, satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and ARYA shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and the ARYA Shares (iii) including the Holdco ARYA Shares and Holdco Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions transactions contemplated hereby (including after giving effect to the CCTS PIPE Financing and after giving effect to the ARYA Shareholder Redemption), Holdco ARYA shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the each applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement (including the Closing) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Approval shall have been obtained; (ie) Holdcothe approval of the sole stockholder of Merger Sub, as contemplated in Section 5.9; (f) the Redwoods Stockholder Approval shall have been obtained; and (g) Redwoods’s initial listing application with Nasdaq the Listing Exchange in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco Redwoods shall be able to satisfy any applicable initial and continuing listing requirements of Nasdaqthe Listing Exchange, (ii) Holdco and Redwoods shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Redwoods Common Stock (iii) including the Holdco Shares and Holdco Warrants Redwoods Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaqthe Listing Exchange, subject only to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingissuance thereof.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period periods (and any extension(s) extensions thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no there shall not have been entered, enacted or promulgated any Law or Order enjoining or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergertransactions contemplated by this Agreement; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Preferred Shareholder Approval and the Company Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Offer; (g) no Proceeding shall be pending or threatened which is reasonably likely to (i) prevent consummation of any of the condition set forth in this Section ‎7.1(fTransactions or (ii) shall not cause any of the Transactions to be applicable to rescinded following consummation; (h) the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Company’s initial listing application with Nasdaq in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Ordinary Shares to be issued pursuant to the Merger) shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; and (i) each Ancillary Document (other than the Subscription Agreements) shall have been executed and delivered by the parties thereto and shall be in full force and effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable any waiting period (and any extension(s) extensions thereof) relating applicable to or in connection with the Transactions transactions contemplated hereby under the HSR Act shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing or making illegal the consummation of the Transactions, Transactions shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Acquiror Stockholder Approval shall have been obtained; (d) the Holder Written Consent shall have been obtained; (e) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act and shall remain in effect SEC with respect to the Registration Statement/Proxy Statement, Statement and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pendinginitiated; (df) the Required CCTS Shareholder Approval shall have been obtained; (i) HoldcoAcquiror’s initial listing application with Nasdaq NYSE in connection with the Transactions shall have been approved such thatapproved, subject only to official notice of issuance, and, immediately following the ClosingEffective Time, Holdco Acquiror shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and Acquiror shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions Acquiror Common Stock shall have been approved for listing on Nasdaq, subject to official notice of issuance;NYSE; and (fg) after giving effect to the Transactions (including the CCTS Shareholder Redemption)Transactions, Holdco Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by MAAC and the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibitionEntity, in each case (x) in the United States or any other jurisdiction in which the Group Companies conduct material operations or (y) that is otherwise material, in each case, preventing the consummation of the Transactionstransactions contemplated by this Agreement, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (dc) the Required CCTS MAAC Shareholder Approval shall have been duly obtained; (id) Holdcothe Company’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and the Company shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and the Company Post-Closing Common Shares (iii) including the Holdco Company Post-Closing Common Shares and Holdco Warrants to be issued in connection with hereunder and under the Transactions Ancillary Documents) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fe) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco the Company shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by all of the Company and CCTS Parties of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) relating to under the Transactions HSR Act shall have expired or been terminated and any other consent pursuant to any applicable Consent Antitrust Law shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity Entity, FDI Screening, or other legal restraint or prohibition, in each case prohibition preventing the consummation of (including, where the Transactionsconsummation of the transactions contemplated by this Agreement comprises one or more notifiable acquisitions under the NSI Act, if no approval of such transactions has been received from the UK Secretary of State under the NSI Act), or, in case of an FDI Screening, with respect to, any of the transactions contemplated by this Agreement, shall be in effecteffect or pending (as applicable), includingand the Parties shall act reasonably and in good faith and consult each other when assessing the application of any such restraint, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerprohibition or pending FDI Screening; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Qell Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fe) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f; (f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Holdco’s initial listing application with Nasdaq in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq and Holdco shall not have received any notice of non-compliance therewith, and the Holdco Shares shall have been approved for listing on Nasdaq; and (g) the Holdco Equity Plans shall have been adopted in accordance with Section 6.10 and approved in accordance with the Required Holdco Shareholder Approval.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS BHAC Shareholder Approval shall have been obtained; (ie) HoldcoNewCo’s initial listing application with Nasdaq the Applicable Exchange in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingNewCo Merger Effective Time, Holdco NewCo shall satisfy any applicable initial and continuing listing requirements of Nasdaqthe Applicable Exchange, (ii) Holdco and NewCo shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the NewCo Merger Effective Time, and (iii) the Holdco NewCo Class A Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions NewCo Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance;the Applicable Exchange; and (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco NewCo Board shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) consist of the Exchange Actnumber of directors, and be comprised of the individuals and classes, determined pursuant to Section 5.16(a) immediately after the Closing; provided, that the condition set forth in this and Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting5.16(b).

Conditions to the Obligations of the Parties. The respective --------------------------------------------------- obligations of each Party the parties hereto to consummate the Transactions transactions contemplated hereby shall be subject to the satisfaction fulfillment, at or written waiver (where permissible) by prior to the Company and CCTS Closing, of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent There shall have been obtained (or deemedany and all permits, by applicable Lawapprovals and qualifications of, to and there shall have been obtained)made or completed all filings, as applicableproceedings and waiting periods, so that required by any governmental body, agency or regulatory authority which, in the Transactions reasonable opinion of counsel to the Purchasers and to the Company, are deemed to be cleared, approved or consented to under any applicable Antitrust Law;required for the consummation of the transactions contemplated hereby. (b) no Order No claim, action, suit, investigation or Law issued by other proceeding shall be pending or threatened before any court or governmental agency which presents a substantial risk of competent jurisdiction the restraint or prohibition of the transactions contemplated by this Agreement or the obtaining of material damages or other Governmental Entity or other legal restraint or prohibition, relief in each case preventing the consummation connection therewith. (c) The obligation of the TransactionsPurchasers hereunder to consummate the transactions contemplated by this Agreement are expressly subject to the satisfaction of each of the further conditions set forth below, any or all of which may be waived by the Purchasers in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver ------------------ by the Purchasers of any other condition or of any of their rights or remedies, at law or in equity, if the Company shall be in effectdefault or breach of any of its representations, including, for the avoidance warranties or covenants under this Agreement: (i) The Purchasers shall have received copies of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance resolutions (certified as of the Holdco Shares date of the Closing as being in full force and effect by an appropriate officer of the Company) duly adopted by the Board of Directors of the Company adopting and approving this Agreement and the other documents, agreements and instruments to be entered into by the Company as provided herein, which shall be in form and substance reasonably satisfactory to the Purchasers. (ii) The Company shall have performed the agreements and covenants required to be performed by it under this Agreement prior to the Closing, and shall have provided the Purchasers with evidence reasonably satisfactory to Purchasers to such effect; there shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of the Company since the date hereof, and the representations and warranties of the Company contained herein shall, except as contemplated or permitted by this Agreement or as qualified in a writing dated as of the date of the Closing delivered by the Company to the Purchasers with the approval of all of the Purchasers indicated thereon (which writing is to be attached hereto as Exhibit 3), be true in all material respects on and as of the date of Closing as if made on and as of such date; the Company shall have no obligation to any person or entity for brokerage commissions, finders' fees or similar compensation in connection with the Mergertransactions contemplated by this Agreement; and the Purchasers shall have received certificates, dated as of the date of Closing, signed by the chief executive officer and the chief financial officer of the Company, reasonably satisfactory to the Purchasers, to such effect. (iii) Without limiting the generality of Section 6(c)(ii) immediately above, it is understood and agreed that the Purchasers shall have the right, but not the obligation, to cause the books and records of the Company to be reviewed by an independent certified public accountant to be selected by representatives of the Purchasers, in order to verify that all financial conditions to obligations of Purchasers specified herein have been satisfied, and the Purchasers shall have received the report of such accountant, if so selected, which report shall be reasonably satisfactory to the Purchasers. In the event that an accountant is so selected by the Purchasers, the Company shall provide full access to the Company's books and records to such accountant as provided in Section 5(a) above, and the Purchasers alone shall be solely responsible for the payment of all costs and expenses incurred by such accountant in reviewing the books and records of the Company and preparing a report thereon. (iv) The Company shall have executed and delivered to the Purchasers the Registration Rights Agreement in the form set forth as Exhibit 4 attached hereto, dated as of the Closing (it being understood and agreed that each recipient of shares of the Company's Common Stock and/or Warrants in connection with the transactions specified in Sections 5(c) through (f) above shall also be entitled to become a party to the Registration Rights Agreement); (cv) Each of the Registration Statement/Proxy Statement persons specified therein shall have become effective in accordance entered into the Standstill and Registration Rights Agreement with the provisions Company in the form attached hereto as Exhibit 5; (vi) The Company shall have obtained written releases, in form and substance reasonably satisfactory to the Purchasers from each person who may be entitled, if any, to receive a finder's fee or other commission from the Company as a consequence of the Securities Act, no stop order suspending the effectiveness transactions contemplated hereby. (vii) All of the Registration Statement/Proxy Statement directors of the Company shall have been issued under resigned all from the Securities Act and shall remain in effect Board of Directors of the Company, effective as of the Closing, after electing new directors to fill the vacancies so created with respect to the Registration Statement/Proxy Statementdesignees of Arrowhead Research, and no Proceeding seeking such a stop order all of the officers of the Company shall have been threatened or initiated by resigned all of their respective offices of the SEC Company, effective as of the Closing, it being understood and remain pending;agreed that the Board of Directors newly elected as provided in this paragraph shall elect new officers of the Company immediately following the Closing. (d) The obligation of the Required CCTS Shareholder Approval Company to consummate the transactions contemplated by this Agreement is expressly subject to the further conditions set forth below, any or all of which may be waived by the Company in whole or in part without prior notice; provided, however, that no such waiver of a condition ----------------- shall have been obtained;constitute a waiver by the Company of any other condition or of any of their rights or remedies, at law or in equity, if the Purchasers shall be in default or breach of any of their representations, warranties or covenants under this Agreement: (i) Holdco’s initial listing application with Nasdaq in connection with The Purchasers shall have performed the Transactions agreements and covenants required to be performed by them under this Agreement prior to the Closing, there shall have been approved no material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of Arrowhead since the date hereof, and the representations and warranties of the Purchasers contained herein shall, except as contemplated or permitted by this Agreement or as qualified in a writing dated as of the date of the Closing delivered by the Purchasers to the Company with the approval of the Company indicated thereon (which writing is to be attached hereto as Exhibit 6), be true in all material respects on and as of the date of Closing as if made on and as of such thatdate, immediately following and the Company shall have received certificates, dated as of the date of Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaqsigned by R. Bruce Stewart, as rexxxxxxxxxxxx xf the Purchasers, reasonably satisfactory to the Company, to such effect; (ii) Holdco The Purchasers shall not have received any notice obtained written releases, in form and substance reasonably satisfactory to the Company, from each person who may be entitled to receive a finder's fee or other commission from the Purchasers as a consequence of non-compliance therewith, and the transactions contemplated hereby. (iii) Each of the Holdco Shares Registration Rights Agreement specified in Section 6(c)(iv) above, and Holdco Warrants to be issued the Standstill and Registration Rights Agreement specified in connection with the Transactions Section 6(c)(v) above, shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) executed and delivered by all of the Exchange Act) immediately after respective parties thereto, effective as of the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (a) the (i) all necessary clearances, authorizations and approvals from Governmental Entities shall have been received and (ii) each applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order Order, Law or Law other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction restraining, enjoining or other legal restraint or prohibition, in each case preventing otherwise prohibiting the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for and no Law or regulation shall have been adopted that makes the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance consummation of the Holdco Shares in connection with the Mergertransactions contemplated by this Agreement illegal or otherwise prohibited; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Required CCTS Shareholder Approval shall have been obtained; (ie) Holdcothe Required ACT Shareholder Approval (other than the ACT Incentive Equity Plan Proposal) shall have been obtained; (f) ACT’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the Closing, Holdco shall ACT shall, after giving effect to the ACT Shareholder Redemption, satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and ACT shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Closing, and the Post-Closing ACT Shares (iii) including the Holdco Post-Closing ACT Shares and Holdco Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fg) after giving effect to the Transactions transactions contemplated hereby (including after giving effect to the CCTS PIPE Financing and after giving effect to the ACT Shareholder Redemption), Holdco ACT shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; providedand (h) as of the Closing, that each of the condition set forth Ancillary Documents shall be in this Section ‎7.1(f) full force and effect and shall not be applicable to have been rescinded by any of the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingparties thereto.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(speriod(s) thereof) relating to under the HSR Act in respect of the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation FLOIR’s written approval of the Transactions, Florida Change of Control Filing shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerhave been obtained; (c) the TDI Filing shall have been submitted to TDI; (d) there shall not have been entered, enacted or promulgated any Law or Order enjoining or prohibiting the consummation of the Transactions; (e) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (df) the Required CCTS Shareholder Company Preferred Stockholder Approval and the Company Stockholder Approval shall have been obtained; (ig) Holdco’s initial listing application with Nasdaq in connection with the Transactions SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (fh) after giving effect to the Transactions (including the CCTS Shareholder Redemption)Transactions, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Offer; (i) the condition set forth in this Section ‎7.1(f) shall not Post-Closing SPAC Shares to be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or issued in connection with the CCTS Shareholders MeetingTransactions shall have been approved for listing on NYSE, subject only to official notice of issuance thereof; and (j) each Ancillary Document (other than the Subscription Agreements) shall have been executed and delivered by the parties thereto and shall be in full force and effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closings) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditionsconditions at or prior to the Intermediate Merger Effective Time: (a) the applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement (including the Closings) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the CPUH Stockholder Approval shall have been obtained; (if) Holdco’s initial listing application with Nasdaq in connection with the Transactions Pubco Common Stock to be issued hereunder shall have been approved such thatfor listing on NYSE, immediately following the Closingsubject only to official notice of issuance thereof, Holdco Pubco shall be able to satisfy any applicable initial and continuing listing requirements requirements, as applicable, of NasdaqNYSE immediately following the CPUH Merger Effective Time, (ii) Holdco and CPUH and Pubco shall not have received any notice of non-compliance therewith, and (iii) therewith that has not been cured or would not be cured at or immediately following the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceCPUH Merger Effective Time; (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionCPUH Stockholder Redemption and the PIPE Financing), Holdco CPUH shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) as of immediately after prior to the ClosingCPUH Merger Effective Time; (h) there being at least $70,000,000 in Net Closing Cash (the “Net Closing Cash Condition”); provided, provided that (A) in the condition event that (1) Unpaid Company Expenses as of the Intermediate Merger Closing exceed the amount set forth in this Section ‎7.1(fon the Expense Allocation Schedule and (2) Unpaid CPUH Expenses as of the Intermediate Merger Closing do not exceed the amount set forth on Expense Allocation Schedule, then the Net Closing Cash Condition shall solely be a condition to the obligations of the CPUH Parties (and, for the avoidance of doubt, shall not be applicable a condition to the extent obligations of the Company or Pubco) to consummate, or cause to be consummated, the transactions contemplated by this Agreement (including the Closings) and (B) in the event that such requirement has (1) Unpaid CPUH Expenses as of the Intermediate Merger Closing exceed the amount set forth on the Expense Allocation Schedule and (2) Unpaid Company Expenses as of the Intermediate Merger Closing do not exceed the amount set forth the Expense Allocation Schedule, then the Net Closing Cash Condition shall solely be a condition to the obligations of the Company and Pubco (and, for the avoidance of doubt, shall not be a condition to the obligations of any CPUH Party) to consummate, or cause to be consummated, the transactions contemplated by this Agreement (including the Closings); (i) the Revenue Interest Financing shall have been validly removed from consummated by the Governing Documents of CCTS prior to or in connection with Company and RTW; and (j) the CCTS Shareholders MeetingFortress Financing shall have been consummated by the Company and Fortress.

Conditions to the Obligations of the Parties. 7.1 Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Transactions transactions contemplated by this Agreement, unless waived by the other parties hereto, shall be subject to the satisfaction fulfillment on or written waiver (where permissible) by prior to the Company and CCTS Closing Date of the following conditions: (a) No order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the applicable transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood of resulting in any such order, writ, injunction or decree. (b) The Bankruptcy Court shall enter the Sale Order in form reasonably acceptable to the Buyer approving the transactions contemplated hereby and the terms and conditions of this Agreement, finding that notice of the hearing concerning approval of the transactions contemplated hereunder was given in accordance with the Bankruptcy Code and constitutes such notice as is appropriate under the particular circumstances, and the Buyer is a “good faith” purchaser entitled to the protections afforded by Section 363(m) of the Bankruptcy Code, providing for the sale of the Purchased Assets free and clear of all Claims (other than Assumed Liabilities) and Liens. A Sale Order in the form of Exhibit I shall be deemed acceptable to the Buyer. (c) The waiting period (and any extension(s) thereof) relating to under the Transactions HSR Act shall have expired or been terminated terminated, and any other applicable Consent competition, merger, control, antitrust Law or similar Law shall have expired, been obtained (waived or deemedterminated, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under and any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the Authorities whose consent is required for consummation of the Transactions, transactions contemplated hereby shall be in effect, including, have issued all consents required for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingtransactions contemplated hereby.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Shareholder Approval shall have been obtained; (ie) Holdcothe Required Pathfinder Shareholder Approval shall have been obtained; (f) Pathfinder’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco Pathfinder shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and Pathfinder shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and the Pathfinder Shares (iii) after giving effect, for the Holdco avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Pathfinder Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger) shall have been approved for listing on Nasdaq, Nasdaq subject to official notice of issuanceissuance thereof; (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionFP Financing), Holdco Pathfinder shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; providedand (h) the amounts required to be funded by Francisco Partners under the Debt Commitment Letter (i) to consummate the Tender Offer or, that if applicable, to purchase the condition set forth PIPE Shares and (ii) pursuant to the Pre-Close Facility (as defined in this Section ‎7.1(fthe Debt Commitment Letter) shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS (and/or, will be, as applicable) funded prior to to, at or in connection substantially contemporaneous with the CCTS Shareholders MeetingClosing.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Stockholder Approval shall have been obtained; (d) the Required CCTS CHFW Shareholder Approval shall have been obtained; (ie) Holdcothe Aggregate Transaction Proceeds shall be equal to or greater than $100,000,000; (f) CHFW’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such thatand all of the outstanding CHFW Shares (after giving effect to the Domestication), immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be including those issued in connection with the Transactions Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fg) the size and composition of CHFW Board shall be as contemplated under Section 5.16; (h) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco CHFW shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; provided, that and (i) the condition set forth in this Section ‎7.1(f) Domestication shall not be applicable have been consummated on or prior to the extent that such requirement has been validly removed from the Governing Documents of CCTS Closing Date prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (a) the each applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued or enacted by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Transactions, Merger shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Required CCTS Shareholder Approval shall have been obtained; (ie) Holdcothe ENVI Required Shareholder Approval shall have been obtained; (f) ENVI’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco shall ENVI shall, after giving effect to the ENVI Shareholder Redemption, satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and ENVI shall not have received any notice of non-compliance therewiththerewith (and there is no basis for Nasdaq to provide such a notice of non-compliance) that has not been cured prior to, and or would not be cured at or immediately following, the Effective Time, the ENVI Shares (iii) including the Holdco ENVI Shares and Holdco Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions transactions contemplated hereby (including after giving effect to the CCTS PIPE Financing and after giving effect to the ENVI Shareholder Redemption), Holdco ENVI shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by SPAC and the Company and CCTS of the following conditions: (a) no Governmental Entity having jurisdiction over the applicable Parties shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; (b) any waiting period (and any extension(s) extension thereof) relating applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerterminated; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder SPAC Stockholder Approval shall have been duly obtained; (ie) Holdcothe Company Member Written Consent shall have been duly obtained; (f) the Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved such thatand, immediately following the ClosingSPAC Merger Effective Time, Holdco the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and the Company shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the SPAC Merger Effective Time, and the Company Common Shares (iii) including the Holdco Company Common Shares and Holdco Warrants to be issued in connection with hereunder and under the Transactions Ancillary Documents) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions (including the CCTS Shareholder PIPE Financing and the SPAC Stockholder Redemption), Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable prior to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingSPAC Merger Effective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the all applicable waiting period periods (and any extension(s) extensions thereof) relating ), if any, under the HSR Act with respect to the Transactions transactions contemplated by this Agreement, and any commitment to, or agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no there shall not have been entered, issued, enacted or promulgated any Law or Order enjoining, prohibiting, restricting or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing making unlawful the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the MergerTransactions contemplated by this Agreement; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, obtained; and (ii) Holdco shall not have received any notice of non-compliance therewith, and (iiif) the Holdco Company Ordinary Shares and Holdco Warrants (including, for the avoidance of doubt, the Company Ordinary Shares to be issued in connection with pursuant to the Transactions Merger) shall have been approved for listing on Nasdaq, subject only to official notice of issuance; (f) after giving effect issuance thereof and the requirement to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 a sufficient number of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetinground lot holders.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained; (d) the Required CCTS Pathfinder Shareholder Approval shall have been obtained; (ie) Holdcothe Trust Account Proceeds shall be equal to or greater than $162,500,000; (f) the Company’s initial listing application with Nasdaq the Designated Exchange in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingFirst Merger Effective Time, Holdco the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaqthe Designated Exchange, (ii) Holdco and the Company shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the First Merger Effective Time, and the Company Common Shares (iii) including, for the Holdco avoidance of doubt, the Company Common Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions First Merger) shall have been approved for listing on Nasdaq, subject to official notice of issuance;the Designated Exchange; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionStrategic Investor Financing), Holdco the Company shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingFirst Merger Effective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Shareholder Approval Written Consent shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required Dragoneer Shareholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionInvestor PIPE Financing), Holdco Dragoneer shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the First Effective Time; (g) the Dragoneer Shares shall be listed on Nasdaq, and Nasdaq shall have raised no objection to the continued listing of the Dragoneer Shares; and (h) as of immediately prior to the Closing, the result equal to: (i) the cash in the Trust Account, minus (ii) the amount of the Dragoneer Shareholder Redemptions, plus (iii) the aggregate Investor PIPE Financing Amount received by Dragoneer from the Investor PIPE Financing, plus (iv) the aggregate amount received by Dragoneer under the Forward Purchase Agreement shall not be less than $356,000,000; provided, that that, notwithstanding the foregoing, the condition set forth in this Section ‎7.1(f6.1(h) shall be deemed satisfied with respect to Dragoneer if (x) the amount contemplated by clause (iv) was not funded in full and (y) had such amount been funded in full, the condition in this Section 6.1(h) would have been satisfied (the “Minimum Cash Condition”); provided further, that if one or more Investors does not fund its portion of the Investor PIPE Financing Amount, Sponsor, any of its affiliates or another investor reasonably acceptable to Sponsor and the Company may invest on the same terms as such defaulting Investor and such amount shall be applicable deemed to be part of the extent that such requirement has been validly removed from Investor PIPE Financing Amount for purposes of the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingMinimum Cash Condition.

Conditions to the Obligations of the Parties. The obligations of each Party to consummate the Transactions shall be are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by FEAC and the Company and CCTS of the following conditions: (a) the Company Required Approval of the Company Arrangement Resolution shall have been approved at the Company Shareholders Meeting in accordance with the Interim Order and applicable Law; (b) the Interim Order and the Final Order shall have been granted in form and substance satisfactory to FEAC and the Company, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FEAC and the Company, each acting reasonably, on appeal or otherwise; (c) each applicable waiting period (and any extension(sor Consent under each Foreign Antitrust Law set forth on Section 6.1(c) thereof) of the FEAC Disclosure Schedules relating to the Transactions Transactions, and any agreement with any Governmental Entity not to consummate the Transactions, shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (bd) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint restraints or prohibition, in each case prohibition preventing the consummation of the Transactions, Transactions shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (ce) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (df) the Required CCTS FEAC Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fg) after giving effect to the Transactions (including the CCTS Shareholder RedemptionPIPE Financing and the Convertible Bridge Financing), Holdco Newco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Closing Date; (h) the condition set forth Articles of Arrangement to be filed with the Director under the CBCA in this Section ‎7.1(f) accordance with the Arrangement shall not be applicable in a form and content satisfactory to the extent that such requirement has Company and FEAC, each acting reasonably; (i) Arrangement Dissent Rights have not been validly removed from exercised, and not withdrawn or deemed to have been withdrawn, with respect to more than 10% of the Governing Documents of CCTS prior to issued and outstanding Company Shares; (j) Newco’s initial listing application with Nasdaq or other Exchange as mutually agreed between FEAC and the Company, as applicable, in connection with the CCTS Shareholders MeetingTransactions shall have been approved and, immediately following the Closing, Newco shall satisfy any applicable initial and continuing listing requirements of the Nasdaq or other relevant Exchange, as applicable, and no Party shall have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Closing, and the Newco Shares and Newco Warrants to be issued pursuant to the Transactions shall have been approved for listing on the Nasdaq or other relevant Exchange, as applicable; and (k) the Transaction Support Agreements shall continue to be in full force an effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the each applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactionstransactions contemplated by this Agreement (including the Closing) shall exist, and the Parties shall be act reasonably and in effect, including, for good faith and consult each other when assessing the avoidance application of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerany such restraint or prohibition; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the SPAC Stockholder Approval shall have been obtained; (if) HoldcoSPAC’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco SPAC shall be able to satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and SPAC shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Series A Common Stock (iii) including the Holdco Shares and Holdco Warrants Series A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject only to official notice of issuance;issuance thereof; and (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionSPAC Stockholder Redemption and the PIPE Financing), Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the each applicable waiting period (and any extension(s) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Stockholder Written Consent shall have been obtained; (e) the Required CCTS Shareholder Tailwind Stockholder Approval shall have been obtained; (if) HoldcoTailwind’s initial listing application with Nasdaq NYSE in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingEffective Time, Holdco Tailwind shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and Tailwind shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and the Tailwind Shares (iii) including the Holdco Tailwind Shares and Holdco Warrants to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuanceNYSE; (fg) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Tailwind shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; provided, that and (h) the condition set forth in this Section ‎7.1(f) Aggregate Transaction Proceeds shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior equal to or in connection with the CCTS Shareholders Meetinggreater than $200,000,000.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Company Shareholder Approval Written Consent shall have been obtained; (e) (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions Company Preferred Shareholder Written Consent shall have been approved obtained and (ii) all Company Preferred Shares issued and outstanding prior to Closing shall have been converted to Company Shares such that, immediately following prior to the ClosingEffective Time, Holdco no Company Preferred Shares shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceoutstanding; (f) the Required JAWS Shareholder Approval shall have been obtained; and (g) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco New JAWS shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(11(g)(i) of the Exchange Act) immediately after the Closing; providedEffective Time (after, that for the condition set forth in this Section ‎7.1(f) shall not be applicable avoidance of doubt, giving effect to all of the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingJAWS Shareholder Redemptions).

Conditions to the Obligations of the Parties. The respective -------------------------------------------- obligations of each Party of the parties hereto to consummate the Transactions fulfill their obligations under Article II hereof shall be subject to the satisfaction or written waiver (where permissible) by prior to, unless otherwise indicated, the Company Senior Secured Debt Closing, the Debt Exchange Closing and CCTS the Convertible Subordinated Debt Placement Closing, as applicable, of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating All requirements prescribed by law which are necessary to the Transactions shall have expired or been terminated and any other applicable Consent consummation of the transactions contemplated by this Agreement at such closing shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;satisfied. (b) no Order No party hereto shall be subject to any order, decree or Law issued by any injunction of a court or agency of competent jurisdiction which enjoins or other Governmental Entity or other legal restraint or prohibition, in each case preventing prohibits the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance any of the Holdco Shares transactions contemplated by this Agreement. (c) No statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of any of the transactions contemplated by this Agreement. (d) Each of the parties hereto shall have received (i) a counterpart to this Agreement, duly executed and delivered by the other parties hereto, with such required deliveries to be deemed satisfied by delivery of such executed counterparts to (a) as to the Senior Secured Debt Purchasers, the legal counsel for holders contracted to purchase a majority in aggregate principal amount of the Senior Secured Debt (the "SSD Counsel") and (b) as to the Signatory Debtholders, the legal counsel for holders of a majority in aggregate principal amount of the Old Notes held by the Signatory Debtholders (the "SD Counsel"), (ii) in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions Senior Secured Debt Closing, a counterpart of the Securities ActSecurity Agreement, no stop order suspending duly executed and delivered by the effectiveness other parties thereto, and of the Exchange Note Registration Rights Agreement, duly executed and delivered by the Company, with such required deliveries to be deemed satisfied by delivery of executed counterparts of each such agreement to the SSD Counsel and the SD Counsel and (iii) prior to the Debt Exchange Closing, a counterpart of the Exchange Notes Indenture, duly executed and delivered by the parties thereto, and of the Registration Statement/Proxy Statement shall have been issued under Rights Agreement, duly executed and delivered by the Securities Act Company, with such required deliveries to be deemed satisfied by delivery of executed counterparts of each such agreement to the SSD Counsel and shall remain in effect the SD Counsel. (e) Except with respect to the Registration Statement/Proxy StatementSenior Secured Debt Closing, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; either (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions Company's issuance of the Common Stock, the Debt Exchange Warrants and the Convertible Subordinated Debt as contemplated by this Agreement shall have been approved such that, immediately following by the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements requisite vote of Nasdaq, the holders of the Common Stock pursuant to Rule 4350(i) of the NASD or (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions Company shall have been approved for listing on Nasdaq, subject obtained Nasdaq approval of its reliance upon an exception to official notice of issuance; (f) after giving effect such requirement to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) obtain shareholder approval and mailed to all shareholders of the Exchange Act) immediately after Company the Closing; provided, that the condition set forth notice referred to in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingNASD Rule 4350(i)(2).

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) HoldcoAMHC’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such that(subject to notice of issuance) and, immediately following the ClosingEffective Time, Holdco AMHC shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and AMHC shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and (iii) the Holdco AMHC Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuance; (e) the Company Stockholder Written Consent representing the Required Company Stockholder Approval shall have been obtained; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco AMHC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; provided, that and (g) the condition set forth in this Section ‎7.1(f) Required AMHC Stockholder Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingobtained.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the Transactions shall be transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists, of the following conditions: (a) the each applicable waiting period (and any extension(sextensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement (including the Closing) shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the approval of the sole stockholder of Merger Sub, as contemplated in Section 5.9; (f) the DYNS Stockholder Approval shall have been obtained; (ig) HoldcoDYNS’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco DYNS shall be able to satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and DYNS shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (iii) including the Holdco Shares and Holdco Warrants Class A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject only to official notice of issuance;issuance thereof; and (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionDYNS Stockholder Redemption and the PIPE Financing), Holdco DYNS shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be Closing are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become been filed and will be effective in accordance with the provisions of the Securities ActAct as of the Closing, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened in writing or initiated by the SEC and remain pending; (dc) the Required CCTS Armada Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq in connection with the Transactions Pre Closing Demerger, Company Reorganization and the Merger shall have occurred; (e) the Company Incentive Equity Plan shall be effective at Closing; (f) each Consent set forth on Section 6.1(f) of the Armada Disclosure Schedules shall have been approved such thatobtained (or deemed, immediately following the Closingby applicable Law, Holdco to have been obtained), as applicable; (g) All required filings under any Antitrust Law shall satisfy have been completed and any applicable initial waiting period (and continuing listing requirements any extension thereof) applicable to the consummation of Nasdaq, (ii) Holdco the transactions contemplated by this Agreement under any applicable Antitrust Law shall not have received any notice of non-compliance therewithexpired or been terminated, and any pre-Closing reviews, approvals or clearances reasonably required thereunder, or by the NASDAQ or any other Governmental Authority shall have been completed or obtained; (iiih) the Holdco Shares and Holdco Warrants applicable Company Securities to be issued in connection with the Transactions pursuant to this Agreement shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuancethe issuance thereof; (fi) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionCompany Reorganization, the PIPE Financing, the Merger and the Promissory Note), Holdco the Company shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that ; (j) (i) the condition Company Fundamental Representations shall be true and correct in all material respects as of the Original Date and as of the Second Amendment Date in relation to the Original Company and as of the Closing Date in relation to the New Company (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein), as though (in this Section ‎7.1(fthe latter case) shall not be applicable made on and as of the Closing Date (except to the extent that any such requirement has been validly removed from 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 Governing Documents representations and warranties of CCTS prior to or the Company (other than the representations and warranties contemplated by clause (i)) contained in connection with the CCTS Shareholders Meeting.Article III of this Agreement shall be true and

Conditions to the Obligations of the Parties. (a) The obligations of each Backstop Party to consummate the Transactions exchange Notes for Preferred Stock in accordance with Section 2(a) or to purchase shares of Unsubscribed Preferred Stock in accordance with Section 2(b) shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditionsconditions on the Settlement Date: (ai) The representations and warranties of the applicable waiting period Company contained in this Agreement shall be true and correct on and as of the date hereof and the Settlement Date, as if made on and as of the Settlement Date (but if specified to be given as of a specified date, shall be given as of such date); the Company shall have performed all covenants and any extension(s) thereof) relating agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Transactions Settlement Date; and subsequent to June 30, 2019, the Company shall not have expired experienced a Material Adverse Effect. (ii) None of the transactions contemplated by this Agreement (including the exchange for or been terminated and any other applicable Consent sale of the Preferred Stock) shall have been obtained enjoined (temporarily or deemedpermanently) on the Settlement Date and no governmental authority shall have enacted, by applicable Lawissued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition. (iii) On the Settlement Date, the Preferred Stock shall be eligible for clearance and settlement through the Depository Trust Company. (iv) The Backstop Parties shall have been obtainedreceived the Exchange Offer Shortfall Notice in accordance with Section 2(a)(ii) and/or the Preferred Offering Funding Notice in accordance with Section 2(b)(ii), as applicable. (v) On or before the Settlement Date, so that the Transactions are deemed to Company shall have filed a certificate of designations for the Preferred Stock with the Secretary of State of the State of Delaware, duly executed by the Company, containing terms substantially consistent with the Description of Convertible Preferred Stock. (vi) No later than the Settlement Date, the Company shall have entered into the Subscription Agreement with the Backstop Parties. (vii) Each of the Offers shall have been, or shall substantially simultaneously be, consummated in accordance in all material respects with the terms and without waiver of any material conditions (including in respect of the Revolver Amendment) set forth in the Offering Memorandum in the form attached hereto as Exhibit B (provided there shall be clearedno condition of minimum participation in the Exchange Offer or Tender Offer for purposes of this Agreement). (viii) The Company shall have received the consents of the Holders of a majority of the outstanding aggregate principal amount of Notes in the Consent Solicitation and the amendment of the Indenture shall have been, approved or consented to under any applicable Antitrust Law;shall substantially simultaneously be, consummated in accordance with the terms of the Consent Solicitation. (ix) The Revolver Amendment shall have been, or shall substantially simultaneously be, consummated. (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation The obligations of the TransactionsCompany to issue Preferred Stock to the Backstop Parties in respect of the Exchange Offer Shortfall or the Unsubscribed Preferred Stock, as applicable, shall be in effect, including, for subject to (i) the avoidance of doubt, a failure to obtain receipt by the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance Company of the Holdco Shares consents of the Holders of a majority of the outstanding aggregate principal amount of Notes in connection with the Merger; (c) Consent Solicitation and the Registration Statement/Proxy Statement shall have become effective amendment of the Indenture in accordance with the provisions terms of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of NasdaqConsent Solicitation, (ii) Holdco shall not have received any notice of non-compliance therewith, each Backstop Party having entered into the Subscription Agreement with the Company and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice each Backstop Party’s satisfaction of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition its obligations set forth in this Section ‎7.1(fSections 2(a) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingand 2(b), as applicable.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) or Consent under the HSR Act relating to the Transactions transactions contemplated by this Agreement and the Ancillary Documents shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Documents shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS PTAC Class A Shares to be issued pursuant to this Agreement (including the Earn Out Shares) shall be listed on Nasdaq upon the Closing, subject to any compliance extension on ability to remedy non-compliance, in each case as permitted by the Nasdaq continued listing rules;; (e) the PTAC Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq obtained and remain in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial full force and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceeffect; (f) after giving effect to the Transactions (including the CCTS Required Company Shareholder Redemption), Holdco Approval shall have at least $5,000,001 of net tangible assets been obtained and remain in full force and effect; and (as determined g) the Merger Sub Sole Stockholder Approval shall have been obtained and remain in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingfull force and effect.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of each Party FCN on the one hand, and BBI on the other hand, to consummate the Transactions shall be Merger are subject to the satisfaction following conditions precedent (except as to those which FCN or written waiver (where permissible) by the Company and CCTS of the following conditions:BBI may chose to waive): (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the applicable waiting period (and any extension(s) thereof) relating to consummation of the Transactions shall have expired or been terminated and any other applicable Consent Merger shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawissued and shall remain in effect; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The Registration Statement shall have been declared effective under the Securities Act and no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, stop orders shall be in effecteffect and no proceedings for such purpose shall be pending or threatened by the SEC; (d) Each party shall have received, includingin form and substance reasonably satisfactory it, for the avoidance of doubtan opinion, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance dated as of the Holdco Shares Effective Time, from its counsel substantially to the effect that, on the basis of facts, representations and assumptions set forth in connection such opinion which are consistent with the state of facts existing at the Effective Time: (i) The Merger will constitute a tax free reorganization under Section 368(a)(1)(A) of the Code and FCN and BBI will each be a party to the reorganization; (ii) No gain or loss will be recognized by FCN or BBI as a result of the Merger; (ciii) No gain or loss will be recognized by the Registration Statement/Proxy Statement shall have become effective in accordance with stockholders of BBI who exchange their BBI Common Stock solely for FCN Common Stock pursuant to the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect Merger (except with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such cash received in lieu of a stop order shall have been threatened or initiated by the SEC and remain pendingfractional share interest in FCN Common Stock); (div) The tax basis of the Required CCTS Shareholder Approval shall have been obtained;FCN Common Stock received by stockholders who exchange all of their BBI Common Stock solely for FCN Common Stock in the Merger will be the same as the tax basis of the BBI Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received); and (iv) Holdco’s initial listing application with Nasdaq The holding period of FCN Common Stock received by stockholders of BBI in connection with the Transactions shall have been approved such that, immediately following Merger will include the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements period during which the shares of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued BBI Common Stock surrendered in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closingexchange therefor were held; provided, that such BBI Common Stock was held as a capital asset by the condition set forth holder of such BBI Common Stock at the Effective Time. In rendering such opinion, counsel may require and rely upon representations contained in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents certificates of CCTS prior to or in connection with the CCTS Shareholders Meetingofficers of FCN, BBI and others.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be Closing are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened in writing or initiated by the SEC and remain pending; (c) the requisite number of Series D Shareholders to constitute a Series D Majority (as such term is defined under the Company Articles of Association) have notified the Company of their wish to transfer their Company Shares to Listco and the Drag Along Notice has been delivered to the Called Shareholders; (d) the Required CCTS AJAX Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Listco Share Purchase and the Merger shall have occurred; (f) each Consent set forth on Section 6.1(f) of the AJAX Disclosure Schedules shall have been approved such thatobtained (or deemed, immediately following by applicable Law, to have been obtained), as applicable; (g) the ClosingListco Class A Shares (including: (i) the Listco Class A Shares resulting from any conversion of the Listco Class C Shares to Listco Class A Shares, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Listco Class A Shares and Holdco Warrants to be issued in connection with pursuant to this Agreement and the Transactions PIPE Subscription Agreements) shall have been approved for listing on NasdaqNYSE, subject to official notice of issuance;the issuance thereof; and (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Listco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Redomicile Transactions shall be under this Agreement are subject to the satisfaction of, or written if permitted by applicable Law waiver (where permissible) by the Company and CCTS by, Zymeworks of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions Redomicile Resolution shall have expired or been terminated approved by the Required Approval at the Special Meeting in accordance with the Interim Order; (b) the Interim Order and any other applicable Consent the Final Order shall have been obtained (or deemed, by applicable Law, to on terms substantially consistent with this Agreement and shall not have been obtained)set aside or modified in a manner unacceptable to Zymeworks, as applicable, so that the Transactions are deemed to be cleared, approved on appeal or consented to under any applicable Antitrust Lawotherwise; (bc) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, Redomicile Transactions shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares ; (d) Zymeworks shall have obtained such other material consents as may be desirable or useful in connection with the Mergerconsummation of the Redomicile Transactions, as determined by Zymeworks in its sole discretion; (ce) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the U.S. Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (f) after giving effect to Dissent Rights shall not have been exercised for more than 10% of the Transactions (including the CCTS Shareholder Redemption)Zymeworks Common Shares, Holdco shall have at least $5,000,001 or such other amount of net tangible assets (Zymeworks Common Shares that, as determined by Zymeworks in accordance with Rule 3a51-1(g)(1) its sole and unfettered discretion, it is no longer in the best interests of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable Zymeworks to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection proceed with the CCTS Shareholders MeetingRedomicile Transactions.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be are subject to the satisfaction or or, if permitted by applicable Law, written waiver (where permissible) by all of the Company and CCTS Parties, of the following conditions: (ai) the each applicable waiting period (and any extension(s) extension thereof) relating to under the Transactions HSR Act or any applicable Antitrust Law shall have expired or been terminated and (ii) any other approval or Consent under any applicable Consent Antitrust Law shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order Order, Law or Law other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition, in each case preventing prohibiting the consummation of the Transactions, Domestication or the Merger shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Required CCTS Shareholder Approval shall have been obtained; (ie) Holdco’s initial listing application with Nasdaq in connection with the Transactions Required BCSA Shareholder Approvals shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (f) after giving effect the Domestication shall have been consummated at least one Business Day prior to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined Closing Date in accordance with Rule 3a51Section 2.1(a) and a time-1(g)(1) stamped copy of the Exchange Actcertificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to BCSA; and (g) immediately after in respect of each Company FINRA Filing either (A) FINRA shall have provided approval of the ClosingContinuing Membership Application filing in accordance with FINRA Rule 1017 or written approval of the contemplated transactions in response to the filing of a Materiality Consultation, or (B) to the extent a Continuing Membership Application filing has been made, at least 30 days shall have elapsed following FINRA confirmation that the Company FINRA Filing is substantially complete; provided, that the condition set forth in this Section ‎7.1(f) FINRA shall not be applicable to have imposed any material interim restriction then in effect on the extent Company FINRA Filing nor otherwise advised that such requirement has been validly removed the Parties are prohibited from consummating the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingcontemplated transactions.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued or threatened by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Company Shareholder Written Consent shall have been obtained; (e) the Required CCTS Pathfinder Shareholder Approval shall have been obtained; (if) Holdcothe Trust Account Proceeds shall be equal to or greater than $162,500,000; (g) Pathfinder’s initial listing application with Nasdaq the Designated Exchange in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco Pathfinder shall satisfy any applicable initial and continuing listing requirements of Nasdaqthe Designated Exchange, (ii) Holdco and Pathfinder shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Pathfinder Shares (iii) after giving effect, for the Holdco avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Pathfinder Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger) shall have been approved for listing on Nasdaq, subject to official notice of issuance;the Designated Exchange; and (fh) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionStrategic Investor Financing), Holdco Pathfinder shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cb) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained; (d) the Required CCTS CBRG Shareholder Approval shall have been obtained; (ie) HoldcoHoldCo’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been conditionally approved such thatand, immediately following the ClosingCompany Merger Effective Time, Holdco HoldCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and HoldCo shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Company Merger Effective Time, and the HoldCo Shares (iii) including, for the Holdco avoidance of doubt, the HoldCo Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Mergers) shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder Redemption2024 Financing), Holdco HoldCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingCompany Merger Effective Time; provided, that the closing condition set forth in this Section ‎7.1(f6.1(f) shall not be applicable to the extent that such requirement has has, prior to the Closing Date, been validly removed from the Governing Documents of CCTS prior to CBRG; (g) The members of the post-closing HoldCo board of directors shall have been elected or in connection appointed as of the Closing consistent with the CCTS Shareholders Meetingrequirements of Section 5.18(b); and (h) HoldCo shall have executed a Warrant Assumption Agreement, assuming the CBRG warrants, subject to Closing.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the each applicable waiting period (and any extension(s) thereof) relating to or Consent under the Transactions HSR Act shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Company Stockholder Written Consent shall have been obtained; (e) the ALPA Stockholder Approval shall have been obtained; (if) HoldcoALPA’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco ALPA shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and ALPA shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (iii) including the Holdco Shares and Holdco Warrants Class A Common Stock to be issued in connection with the Transactions hereunder) shall have been approved for listing on Nasdaq, subject to official notice of issuance;; and (fg) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco ALPA shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Ancillary Documents, shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Documents shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Mergerthreatened or pending; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement Order shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order Order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS STPK Class A Shares to be issued pursuant to this Agreement shall be listed on NYSE upon the Closing and shall otherwise satisfy the applicable listing requirements of the NYSE (including with respect to the minimum number of round lot holders); (e) the STPK Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq obtained and remain in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial full force and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceeffect; (f) after giving effect to the Transactions Required Company Shareholder Approval shall have been obtained and remain in full force and effect; and (including the CCTS Shareholder Redemption), Holdco g) STPK shall have at least $5,000,001 of net tangible assets (as determined following the exercise of STPK Shareholder Redemption in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the STPK’s Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingDocuments.

Conditions to the Obligations of the Parties. (a) The obligations of each Party both parties to consummate the Transactions transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (ai) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares The registration statement in connection with the Merger; (c) the Registration Statement/Proxy Statement Offering shall have become effective in accordance with the provisions of under the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;issued in connection therewith; and (dii) the Required CCTS Shareholder Approval Patina shall have been obtained;received sufficient funds from the sale by Patina of capital stock and/or borrowings under Patina's existing credit facility to pay the full purchase price under the Repurchase; provided, however, that the occurrence of a First Reserve Funding Delay shall be deemed receipt of the Fund VII Amount for purposes of this clause (ii). (b) In addition to the conditions set forth in Section 3(a), the obligations of SOCO to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) Holdco’s initial listing application The representations and warranties of Patina contained herein shall be made again as of the Closing, and such representations and warranties shall be true and correct in all material respects as of the date hereof and the Closing, and Patina shall have provided SOCO with Nasdaq an officer's certificate to such effect; (ii) Patina shall have materially complied with its covenants to be complied with under this Agreement and the Registration Rights Agreement prior to the Closing, and Patina shall have provided SOCO with an officer's certificate to such effect; (iii) The Net Offering Price in connection with the Transactions Offering shall not be less than $7.0875 per Share; (iv) The Offering shall have been approved consummated with respect to at least 5 million Shares on or prior to the earlier of (A) the termination of the Offering Period (as defined below) and (B) 90 days after the date hereof; (v) Documents in form reasonable acceptable to SOCO terminating the Business Opportunity Agreement (the "Business Opportunity Agreement") and the Corporate Services Agreement (the "Corporate Services Agreement"), each of which is between SOCO and Patina and each of which is dated as of May 2, 1996, shall have been executed and delivered by Patina, effective as of the Closing; and (vi) A Transition Agreement in such thatform as shall be mutually agreeable to SOCO and Patina in their reasonable judgment shall have been executed by Patina (the "Transition Agreement"), immediately effective as of the Closing. (c) In addition to the conditions set forth in Section 3(a), the obligations of Patina to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) SOCO shall have complied with its covenants to be complied with under this Agreement and the Registration Rights Agreement prior to the Closing, Holdco and SOCO shall satisfy any applicable initial and continuing listing requirements of Nasdaq, have provided Patina with an officer's certificate to such effect; (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.John C.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by both the Company (on behalf of itself and CCTS Merger Sub) and SPAC of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions there shall have expired or been terminated and any other applicable Consent shall not have been obtained (entered, enacted or deemed, promulgated any Law or Order enjoining or prohibiting the consummation of the transactions contemplated by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawthis Agreement; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Preferred Shareholder Approval, the Company Shareholder Approval, the Company Shareholders Consents and Waivers and the Consent to Shareholders Agreement Termination shall have been obtained; (d) the Required CCTS SPAC Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fe) after giving effect to the Transactions (including the CCTS exercise of SPAC Shareholder Redemption)Redemption Rights, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Effective Time; (f) the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Company’s initial listing application with NASDAQ in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Ordinary Shares to be issued pursuant to the Merger) shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; TABLE OF CONTENTS​​ (g) the Company Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 2.2(f); and (h) any required notice and approval to and by the Israeli Innovation Authority (the “IIA”) in accordance with the IIA Law (or any other Governmental Entity) with respect to the transactions contemplated hereby, have been filed and obtained.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissible) waiver, if permitted by applicable Law, in writing by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions there shall have expired or been terminated and any other applicable Consent shall not have been obtained (entered, enacted or deemed, promulgated any Law or Order enjoining or prohibiting the consummation of the transactions contemplated by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawthis Agreement; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Statement / Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (dc) the Required CCTS Company Preferred Shareholder Approval and the Company Shareholder Approval shall have been obtained; (id) Holdco’s initial listing application with Nasdaq in connection with the Transactions SPAC Stockholder Approval shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceobtained; (fe) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that Offer; (f) the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or Company’s initial listing application with Nasdaq in connection with the CCTS Shareholders Meetingtransactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Ordinary Shares to be issued pursuant to the Merger) shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; and (g) each Ancillary Document (other than the Subscription Agreements) shall have been executed and delivered by the parties thereto and shall be in full force and effect.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or written waiver (where permissible) prior to the Closing Date, by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other required regulatory approvals applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained; (b) each of the Company Stockholder Written Consent and the Company Preferred Stockholder Approval shall have been obtained (and not been rescinded or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under amended in any applicable Antitrust Lawrespect; (bc) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be pending or in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (cd) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (de) the Required CCTS Shareholder Approval shall have been obtained; (i) HoldcoCapstar’s initial listing application with Nasdaq NYSE in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco Capstar shall satisfy any applicable initial and continuing listing requirements of NasdaqNYSE, (ii) Holdco and Capstar shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and (iii) the Holdco Capstar Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuanceNYSE; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco Capstar shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; (g) the Capstar Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.17(a) and Section 5.17(b); provided, that and (h) the condition set forth in this Section ‎7.1(f) Required Capstar Stockholder Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingobtained.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be pending or in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s RACA's initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such thatand, immediately following the ClosingEffective Time, Holdco RACA shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and RACA shall not have received any notice of non-compliance therewiththerewith that has not been cured or would not be cured at or immediately following the Effective Time, and (iii) the Holdco RACA Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuance; (fe) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco RACA shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; (f) the RACA Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.17(a) and Section 5.17(b); provided, that and (g) the condition set forth in this Section ‎7.1(f) Required RACA Stockholder Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingobtained.

Conditions to the Obligations of the Parties. (a) The obligations of each Party to consummate the Transactions Company under this Section 1 shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS each of the following conditions: (ai) the applicable waiting period (and any extension(s) thereof) relating Purchaser shall have delivered to the Transactions Company on or prior to 5:00 p.m. Los Angeles time on July 13, 2001 a copy of this Agreement duly executed by Purchaser and, if applicable, his or her spouse, together with a properly completed Schedule I to this Agreement; (ii) the Purchaser shall have expired delivered to the Company prior to the closing cash or been terminated a certified bank check in an amount equal to Row 9 of Schedule I (the "New Cash Consideration"); ----------------------- (iii) if the Purchaser is electing to pay all or a portion of the Total Purchase Price for shares of Directly Owned Class A Common Stock purchased hereby by the assignment to the Company (pursuant to Section 1.7 hereto) of all or a portion of the proceeds that the Purchaser would otherwise be entitled to receive in the Merger for shares of CB Xxxxxxx Xxxxx Services Common Stock, the Purchaser shall deliver to the Company after the Closing (A) the certificate or certificates (the "Old --- Certificates") representing such CB Xxxxxxx Xxxxx Services Common Stock ------------ upon Purchaser's receipt of a letter from the Company after the Closing requesting the delivery of such Old Certificates, and any other applicable Consent (B) an executed, undated stock power in the form of Exhibit B hereto (a "Stock Power") with respect to the shares of XX Xxxxxxx ----------- Xxxxx Services Common Stock represented by the Old Certificates; (iv) if the Purchaser is married, or will be married on the Closing Date, the Purchaser's spouse shall have been obtained duly executed and delivered to the Company the "Consent of Spouse" page attached to this Agreement; (v) the closing of the Merger Agreement shall have occurred prior to, or deemedbe occurring substantially simultaneously with, by applicable Law, to have been obtained), the Closing; and (vi) the representations and warranties of the Purchaser in Section 1.6 of this Agreement shall be true and correct as applicable, so that of the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;Closing Date in all material respects. (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation The obligations of the Transactions, Purchaser under this Section 1 shall be in effect, including, for the avoidance of doubt, a failure subject to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance each of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained;following conditions: (i) Holdco’s initial listing application with Nasdaq the representations and warranties of the Company in connection with Section 1.5 of this Agreement shall be true and correct as of the Transactions shall have been approved such thatClosing Date in all material respects, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and (ii) Holdco shall not have received any notice the closing of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions Merger Agreement shall have been approved for listing on Nasdaqoccurred prior to, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)or be occurring substantially simultaneously with, Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) under the HSR Act relating to the Transactions transactions contemplated by this Agreement shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) HoldcoParent’s initial listing application with Nasdaq in connection with the Transactions transactions contemplated by this Agreement shall have been approved such that(subject to notice of issuance) and, immediately following the ClosingEffective Time, Holdco Parent shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco and Parent shall not have received any notice of non-compliance therewiththerewith that has not been cured prior to, or would not be cured at or immediately following, the Effective Time, and (iii) the Holdco Parent Shares and Holdco Warrants to be issued in connection with pursuant to the Transactions Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuance; (e) the Company Stockholder Written Consent representing the Required Company Stockholder Approval shall have been obtained; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption)transactions contemplated hereby, Holdco Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the ClosingEffective Time; provided, that and (g) the condition set forth in this Section ‎7.1(f) Required Parent Stockholder Approval shall not be applicable to the extent that such requirement has have been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meetingobtained.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the any applicable waiting period (and any extension(s) thereof) or Consent under the HSR Act relating to the Transactions transactions contemplated by this Agreement and the Ancillary Documents shall have expired or expired, been terminated and any other applicable Consent shall have been or obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case prohibition preventing the consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Documents shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Acquiror Class A Shares to be issued pursuant to this Agreement (including the Earn Out Shares) shall be listed on Nasdaq upon the Closing, subject to any compliance extension on ability to remedy non-compliance, in each case as permitted by the Nasdaq continued listing rules; (e) the Required CCTS Acquiror Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq obtained and remain in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial full force and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuanceeffect; (f) the Required Company Shareholder Approval shall have been obtained and remain in full force and effect; (g) the Merger Sub 1 Sole Stockholder Approval shall have been obtained and remain in full force and effect; and (h) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder RedemptionPIPE Financing), Holdco Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingFirst Effective Time.

Conditions to the Obligations of the Parties. The obligations of each Party the Parties to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the satisfaction or written or, if permitted by applicable Law, waiver (where permissible) by the Company and CCTS Party for whose benefit such condition exists of the following conditions: (a) the applicable all HSR Act waiting period periods (and any extension(s) extensions thereof) relating applicable to the Transactions, and any commitments by the Parties not to consummate the Transactions before a certain date under a timing agreement entered into with a Governmental Entity, shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Lawterminated; (b) no Order or Law issued entered, issued, enacted or promulgated by any court of competent jurisdiction or other Governmental Entity Entity, or other legal restraint or prohibition, in each case preventing preventing, making unlawful, restraining or prohibiting the consummation of the Transactions, Transactions shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under by the Securities Act SEC and shall remain in effect with respect to the Registration Statement/Statement / Proxy Statement, and no Proceeding proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco ACAH New Common Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (e) the Company Stockholder Written Consent shall have been obtained; (f) the Required ACAH Stockholder Approval shall have been obtained; and (g) after giving effect to the Transactions transactions contemplated hereby (including the CCTS Shareholder Redemptionany Transaction Financing), Holdco ACAH shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders MeetingEffective Time.