Common use of Conduct of Acquiror During the Interim Period Clause in Contracts

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, (B) split, combine or reclassify any Equity Securities of Acquiror, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, (B) split, combine or reclassify any Equity Securities of Acquiror, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 8.02 of the Acquiror Disclosure Letter, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions), by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of clauses (i), (ii) and (iv) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror and each other Acquiror Party shall not, and shall cause each of their respective Subsidiaries not to: (i) change, modify modify, supplement, restate or amend the Trust Agreement, the Sponsor AgreementArticles of Association or any of the other Governing Documents of the Acquiror, the Acquiror Organizational DocumentsPubco, Corp Merger Sub or LLC Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the TransactionsShareholder Redemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) makemake (in a manner inconsistent with past practice), change or revoke any material Tax election, adopt or change (or revoke request any Governmental Authority to change) any material accounting method or accounting period with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or compromise any material Tax liability or claim for a refund of a material amount of Taxes, enter into any closing agreement or other binding written agreement with respect to any Tax with a Governmental Authority, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessmentassessment (other than pursuant to an extension of time to file any Tax Return obtained in the ordinary course of business), file any Tax Return in a manner inconsistent in any material respect with past practice, or enter into any Tax sharing or Tax indemnification agreement or similar agreement (excluding, for the avoidance of doubt, commercial Contracts not primarily relating to Taxes); (iv) enter into, renew renew, modify, supplement or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, the Sponsor, and, where applicable, (Ax) anyone related by blood, marriage or adoption to the Sponsor and or (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); provided that Acquiror and its Subsidiaries shall be permitted to enter into statements of work under Contracts existing on the date hereof between Acquiror and any of its Affiliates and disclosed in the SEC Reports; (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liabilityliability that would involve (x) payment of $1,000,000 individually or in the aggregate, in each case other than compromises (y) an agreement to accept or settlements in concede injunctive relief or (z) an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction LitigationAction brought by a Governmental Authority or alleged criminal wrongdoing; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror, any other Acquiror Party or any of their respective Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock Class A Shares in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02Acquiror Class A Shares at not less than $10 per share on the terms set forth in the Subscription Agreements, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change capital contributions in accounting principles or methods of accounting, any Person other than as may be required by GAAPAcquiror or any of its Subsidiaries; (ix) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; or (ixx) enter into any agreement, or otherwise become obligated, to do take any action prohibited under this Section 7.02(a)8.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each Acquiror Party shall, and shall use its commercially reasonable efforts cause their respective Subsidiaries to comply with, and continue performing under, as applicable, material the Articles of Association, the Trust Agreement, the Transaction Agreements, their respective Governing Documents and all other agreements or Contracts to which any Acquiror Party or their respective Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement or the Sponsor Letter Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), Section 8.06) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, Securities; (B) split, combine combine, reclassify or reclassify otherwise change any of its Equity Securities of Acquiror, Securities; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Class A Shares or Acquiror Common Stock, as applicable, required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of material Taxes, incur any material liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigationpast practice; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any Equity Securities, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant, including any amendment, modification or reduction of the warrant price set forth therein; (viii) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement; (ix) acquire (including by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of) any Person or division thereof; (x) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in, or a new application of, GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 9.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures)each of Acquiror, Acquiror Holdings and Merger Sub shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the certificate of incorporation, bylaws or other organizational documents of Holdings or Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, Holdings or Merger Sub; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, Holdings or Merger Sub; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror, Holdings or Merger Sub; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change or revoke file any accounting method amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment in respect of material Taxes, enter into or consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim a refund or assessment in respect of Taxes, enter into any Tax sharing or similar agreement, file or take or fail to take any amended material similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax Returnliability or materially decreasing any present or future Tax asset of Holdings, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede the Intended Tax Treatment; (v) other than as expressly permitted pursuant to the provisos of Section 9.03(a)(vii), enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror Acquiror, Holdings or Merger Sub (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (including pursuant to any Stockholder Notes); provided that, Acquiror shall be permitted to issue Stockholder Notes (solely and exclusively to the extent issued to the Sponsors) as necessary to permit the Acquiror to fund or pay for (A) any ordinary course out-of-pocket expenses incurred in support of the transactions contemplated hereby and/or (B) any fees, costs or expenses which would constitute Outstanding Acquiror Expenses; provided further that; any Stockholder Note issued pursuant to the foregoing proviso shall (x) be on terms and conditions reasonably satisfactory to the Company and (y) not contain any right, term, provision, covenant or agreement which permits or requires, and shall expressly forbid, that such Stockholder Note be converted into any equity securities or warrants of Acquiror, Holdings or Merger Sub; (viii) permit to be converted, redeemed, replaced or otherwise discharged, except by repayment with cash, any Stockholder Note; or (ix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror, Holdings, Merger Sub or any of their respective Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries (including Holdings and Merger Sub) to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 8.02 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except, in the case of clauses (i), (ii), (iv), (vi) and (vii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub, other than as strictly necessary to facilitate the closing of the Merger in accordance with the terms and conditions of this Agreement; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, adopt or change or revoke any material accounting method with respect to Taxes, file any material amended Tax Return, file any material Tax Return prepared in a manner that is inconsistent with the past practices of the Company with respect to the treatment of items on such Tax Returns, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to Taxesliability, enter into any material closing agreementagreement with respect to any Tax, surrender any right to claim a material refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, enter into any Tax sharing, Tax allocation, Tax assumption or Tax indemnification agreement, fail to pay any material Taxes when due (including estimated Taxes), or take any actions with respect to Taxes (including deductions or credits) pursuant to the CARES Act; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsor or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties or Acquiror Merger Sub; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, liability in each case other than compromises excess of $250,000 individually or settlements $1,500,000 in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personthe aggregate; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; provided, however, and notwithstanding the foregoing, Acquiror shall be permitted to incur Indebtedness of $1,035,000 (without seeking or obtaining prior consent of the Company) if Sponsor elects to loan such amount to Acquiror in connection with an extension to the deadline for the Acquiror to, pursuant to the Acquiror Certificate of Incorporation, consummate an initial business combination; provided further, that any such loan, if made, (A) shall be evidenced by a non-interest bearing promissory note repayable at Closing and (B) shall be made in accordance with, and pursuant to, the terms and conditions of the Acquiror’s Letter Agreement, dated January 25, 2021, the Acquiror Certificate of Incorporation and the Trust Agreement; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other than (x) issuance equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of Acquiror Common Stock in connection with the exercise of its Subsidiaries or any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactionssecurities convertible into, or (z) the issuance of PIPE Securities pursuant any rights, warrants or options to Section 7.02acquire, any such capital stock or equity interests, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, agree in writing or otherwise become obligatedagree, commit or resolve to do take any action prohibited under of the actions described in this Section 7.02(a8.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 8.02 of the Acquiror Disclosure Letter, as contemplated required by this Agreement (including any changes relating to Agreement, as required by applicable Law, in connection with the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Domestication, or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of as (a), (b), (d), (f) and (g) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall not, and shall cause each of its Subsidiaries not to: (ia) change, modify modify, supplement, restate or amend the Trust AgreementAgreement or the Governing Documents of any Acquiror Party, other than as necessary to consummate the Sponsor Agreement, the Acquiror Organizational DocumentsDomestication; (iib) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of share capital of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of share capital of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Shareholder Redemption or as otherwise required by Acquiror Organizational Acquiror’s Governing Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorin, any Acquiror Party; (iiic) make, change or revoke any material Tax election, adopt or change (or revoke request any Governmental Authority to change) any material accounting method or accounting period with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or consent compromise any material Tax liability or claim for a refund of a material amount of Taxes, enter into any closing agreement or other binding written agreement with respect to any extension material Tax, or waiver of the limitations period applicable to enter into any Tax claim sharing or assessmentTax indemnification agreement or similar agreement (excluding commercial Contracts not primarily relating to Taxes); (ivd) enter into, renew renew, modify, supplement or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, the Sponsor, and, where applicable, (Ax) anyone related by blood, marriage or adoption to the Sponsor and or (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (ve) amend, modify or waive any of the terms or rights set forth in any Acquiror Warrant, including any amendment, modification or reduction of the exercise price of any Acquiror Warrant, in a way that is adverse to the Company; (f) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liabilityliability in excess of $500,000 individually or $2,500,000 in the aggregate; (g) (A) incur, in each case guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than compromises any Indebtedness incurred by Acquiror in order to fund the payment of Acquiror Expenses or settlements otherwise satisfy the Acquiror Parties’ obligations under this Agreement or in an aggregate amount not greater than $250,000; connection with the Transactions (provided, that this Section 7.02(a)(vany such Indebtedness that is incurred after the date hereof must be paid off or otherwise extinguished at or prior to the Closing and all outstanding Working Capital Loans shall be paid in cash at Closing), (B) will not apply with make any advances or capital contributions to, or investments in, any Person other than advances to Acquiror’s directors, officers or employees in the ordinary course of business or (C) amend or modify in any material respect to any Transaction LitigationIndebtedness for borrowed money; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (viih) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities share capital of, other equity interests, equity equivalents, share appreciation rights, phantom share ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such share capital or equity interests, other than (x) the issuance of Domesticated Acquiror Common Stock in connection with the exercise of any Domesticated Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02Domesticated Acquiror Common Stock, in each case on the terms set forth in the Subscription Agreements, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiii) make (A) enter into, materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any Contracts to which any Acquiror Party is party (including engagement letters with financial advisors) in a manner that would materially and adversely affect any Acquiror Party after the Closing, that would impose material change liabilities on any Acquiror Party after the Closing or (B) enter into any Contract that would entitle any third party to any bonuses, payments or other fees upon or conditioned upon the consummation of the Closing, if and to the extent that such bonuses, payments or other fees with respect to all such Contracts entered into after the date hereof exceed, in accounting principles or methods the aggregate, the amount set forth in Section 8.02(i) of accountingthe Acquiror Disclosure Letter, other than as may be required any services providers engaged by GAAPAcquiror prior to the Closing for printing and filing services with respect to the PIPE Investment or printing, mailing and solicitation services with respect to the Proxy Statement and the Registration Statement; or (ixj) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a)of the foregoing. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust AgreementForward Purchase Agreements, the Sponsor Trust Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub, other than to the extent necessary to effect the Extension; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) other than as set forth on Schedule 7.03(a)(v), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to the Acquiror or any of its Subsidiaries (including the Company and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which the Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Forward Purchase Agreements and the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement; (viiix) except as contemplated by the Acquiror Omnibus Incentive Plan Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of the Acquiror or its Subsidiaries or any other individual who is providing or will provide services to the Acquiror or its Subsidiaries; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by the Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures), each of Acquiror and Merger Sub shall not, and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the certificate of incorporation or bylaws of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (B) split, combine or reclassify any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change file any amendment to any income Tax Return or revoke other material Tax Return, enter into any accounting method agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment in respect of material Taxes, enter into consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim or assessment in respect of a refund material amount of Taxes, or enter into any Tax sharing or similar agreement, file in each case if such election, change, amendment, agreement, settlement, consent or other action could, individually or in the aggregate, have the effect of materially increasing the present or future Tax liability or materially decreasing any amended material present or future Tax Returnasset of Acquiror, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, respect any transaction or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5% %) or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than such material liabilities, debts or obligations as are (A) expressly contemplated by this Agreement, including those incurred or arising under the Contracts set forth on Schedule 5.07, or (B) incurred in support of the Transactions; or (ix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts to Subsidiaries (including Merger Sub) to, comply with, with and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror shall carry on its business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.02 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall not: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Documents; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.02(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of, terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Transactions or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, or (B) enter into any agreement to pay compensation to any of its officers or directors; (x) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof, or otherwise acquire any material assets; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror (other than the Transactions); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Xxxxxxxx as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAP; ora change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (ixxv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its assets and properties; (xvi) enter into any agreement, understanding or otherwise become obligated, arrangement with respect to the voting of Acquiror Common Stock (other than any agreement with an Acquiror Stockholder consistent with the terms of the Insider Letter); or (xvii) enter into any agreement or undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other Contracts to which Acquiror may be a partyparty in accordance with their terms and shall not agree to any amendment or waiver of any rights or remedies of Acquiror under any such Contracts.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.028.03, in connection with the Domestication or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures)each of Acquiror, Acquiror Merger Sub, Intermediate Holdings and New HoldCo shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the certificate of formation, operating agreement or other organizational documents of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change or revoke file any accounting method amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment in respect of material Taxes, enter into or consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim a refund or assessment in respect of Taxes, enter into any Tax sharing or similar agreement, file if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability or materially decreasing any amended material present or future Tax Returnasset of Acquiror, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede the Intended Tax Treatment; (v) other than as expressly permitted pursuant to the provisos of Section 8.03(a)(vii), enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror Acquiror, Merger Sub, Intermediate Holdings or New HoldCo (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (including pursuant to any Stockholder Notes); provided that, Acquiror shall be permitted to issue Stockholder Notes (solely and exclusively to the extent issued to the Sponsors) as necessary to permit Acquiror to fund or pay for (A) any ordinary course out-of-pocket expenses incurred in support of the Transactions and/or (B) any fees, costs or expenses incurred or arising under the Contracts set forth on Schedule 6.07 or Schedule 6.09; provided, further that any Stockholder Note issued pursuant to the foregoing proviso shall (1) be on terms and conditions reasonably satisfactory to the Company and (2) not contain any right, term, provision, covenant or agreement which permits or requires, and shall expressly forbid, that such Stockholder Note be converted into any equity securities or warrants of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo; (viii) permit to be converted, redeemed, replaced or otherwise discharged, except by repayment with cash, any Stockholder Note; (ix) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than such material liabilities, debts or obligations as are (A) expressly contemplated by this Agreement, including pursuant to the provisos of Section 8.03(a)(vii) or incurred or arising under the Contracts set forth on Schedule 6.07 or Schedule 6.09, or (B) incurred in support of the Transactions; or (x) (A) other than in connection with any PIPE Investment, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries (including Merger Sub, Intermediate Holdings and New HoldCo) to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.027.02 of the Acquiror Disclosure Schedules, as contemplated required by this Agreement (including any changes relating to in connection with the capitalization of Acquiror as may reasonably be required to effect Domestication, the PIPE Investment, and consummate the TransactionsSecondary Sale), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except in the case of clause (ix) below which consent will be granted or withheld in the Company’s sole discretion), or as required by applicable Law (including Laws that are COVID-19 Measures), Acquiror shall notnot and shall not permit Merger Subs to: (i) change, amend, restate, supplement or otherwise modify or amend any of the Trust Agreement, Agreement or the Sponsor Agreement, the Organizational Documents of Acquiror Organizational Documentsor Merger Subs; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, ; (B) split, combine or reclassify any Equity Securities of Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Shareholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, file any material Tax Return in a manner materially inconsistent with past practice, settle or compromise any material Tax liability claim or any Action, audit or other similar proceeding related to TaxesTax liability, enter into any material closing agreement, surrender agreement with respect to any right to claim a refund of Taxesmaterial Tax, enter into any Tax sharing or similar agreement, file surrender or allow to expire any amended right to claim a material Tax Returnrefund of Taxes, or consent to any extension or waiver of the limitations limitation period applicable to any material Tax claim claim, action or assessment; (iv) knowingly take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the conversion contemplated by Section 7.11 and the Domestication from qualifying for the Conversion/Domestication Intended Tax Treatment or prevent the Mergers from qualifying for the Mergers Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness for borrowed money other than such indebtedness not exceeding $100,000 that is necessary and advisable in order to consummate the Transactions; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock Class A Shares in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, or (y) the Transactions, or (z) the issuance of PIPE Securities Domesticated Acquiror Common Stock pursuant to Section 7.02, the Subscription Agreements or (B) amend, modify or waive any of the material terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) make grant any material change consent or waiver to any Person pursuant to, or in accounting principles respect of the matters set forth in, the first sentence of Section 49.5 of the Articles of Association; (x) enter into, amend, supplement or methods otherwise modify any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee, underwriting fee, transaction fee or other commission incurred in connection with the Transactions; (xi) enter into or adopt any Acquiror Benefit Plan or any benefit or compensation plan, policy, program or arrangement that would be an Acquiror Benefit Plan if in effect as of accounting, other than as may be required by GAAPthe date of this Agreement; or (ixxii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each of the Acquiror Parties shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror’s Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other Contracts to which an Acquiror may be a Party is party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file or amend any material Tax Return in a manner inconsistent with past practices in any material respect, enter into any agreement with a Tax Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Tax Authority of or relating to any material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of material Taxes if such extension or waiver would be in effect after the Closing, or incur any material liability for Taxes outside the ordinary course of business; (iv) other than as set forth on Schedule 7.03(a)(iii), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or Merger Sub is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries following Closing or (C) enter into any agreement to pay compensation to any of its officers or directors; (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures), each of Acquiror and Merger Sub shall not, and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the certificate of incorporation or bylaws of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (B) split, combine or reclassify any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change file any amendment to any income Tax Return or revoke other material Tax Return, enter into any accounting method agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment in respect of material Taxes, enter into consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim or assessment in respect of a refund material amount of Taxes, or enter into any Tax sharing or similar agreement, file in each case if such election, change, amendment, agreement, settlement, consent or other action could, individually or in the aggregate, have the effect of materially increasing the present or future Tax liability or materially decreasing any amended material present or future Tax Returnasset of Acquiror, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; (v) other than in connection with any PIPE Investment, enter into, renew or amend in any material respect, respect any transaction or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5% %) or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than such material liabilities, debts or obligations as are (A) expressly contemplated by this Agreement, including those incurred or arising under the Contracts set forth on Schedule 5.07 or Schedule 5.09(d), or (B) incurred in support of the Transactions; or (ix) other than in connection with any PIPE Investment, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts to Subsidiaries (including Merger Sub) to, comply with, with and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 8.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of clauses (i), (ii), (iv), (vi) and (vii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of First Merger Sub or Second Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax tax election, adopt or change or revoke any material accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessmentassessment or enter into any Tax sharing or Tax indemnification agreement (except, in each case, for such agreements that are commercial contracts not primarily relating to Taxes) or similar agreement or take any similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of the Company or any its Subsidiaries in a manner that will disproportionately affect Company’s stockholders (as compared to the Acquiror’s stockholders) after the Closing; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness other than issuance of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person;the Convertible Notes on the terms set forth in the Convertible Subscription Agreements; or (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y) issuance of the Transactions, Convertible Notes on the terms set forth in the Convertible Subscription Agreements or (z) the issuance of PIPE Securities pursuant Acquiror Class A Common Stock at not less than $10 per share and issuance of up to Section 7.026,500,000 Acquiror Warrants at an exercise price per share of not less than $12.50 per share, in each case on the terms set forth in the Common Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 8.03 of the Acquiror Disclosure Letter, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions), by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of as (a), (b), (d), (f) and (g) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall not, and shall cause each of its Subsidiaries not to: (ia) change, modify modify, supplement, restate or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of First Merger Sub or Second Merger Sub; (iib) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iiic) make, change or revoke any material Tax election, adopt or change (or revoke request any Governmental Authority to change) any material accounting method or accounting period with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or consent compromise any material Tax liability or claim for a refund of a material amount of Taxes, enter into any closing agreement or other binding written agreement with respect to any extension material Tax, or waiver of the limitations period applicable to enter into any Tax claim sharing or assessmentTax indemnification agreement or similar agreement (excluding commercial Contracts not primarily relating to Taxes); (ivd) enter into, renew renew, modify, supplement or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, the Sponsor, and, where applicable, (Ax) anyone related by blood, marriage or adoption to the Sponsor and or (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (ve) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liabilityliability in excess of $500,000 individually or $2,500,000 in the aggregate; (f) incur, in each case guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than compromises any Indebtedness incurred by Acquiror in order to fund the payment of Acquiror Expenses or settlements otherwise satisfy the Acquiror Parties’ obligations under this Agreement or in an aggregate amount not greater than $250,000; connection with the Transactions (provided, that this Section 7.02(a)(v) will not apply with respect any such Indebtedness that is incurred after the date hereof must be paid off or otherwise extinguished at or prior to any Transaction Litigationthe Closing); (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (viig) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) the issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02Acquiror Class A Common Stock and Acquiror Warrants, in each case on the terms set forth in the Subscription Agreements and the SPNV Forward Purchase Agreement, as applicable, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiih) make enter into, materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any Contracts to which any Acquiror Party is party (including engagement letters with financial advisors) in a manner that would materially and adversely affect any Acquiror Party after the Closing or that would impose material change in accounting principles or methods of accounting, other than as may be required by GAAPliabilities on any Acquiror Party after the Closing; or (ixi) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a)of the foregoing. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as required or contemplated by this Agreement (including any changes relating to or the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)other Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit Merger Sub I or Merger Sub II to: (i) except as otherwise contemplated by this Agreement, change, modify or amend amend, or seek any approval from the shareholders of Acquiror to change, modify or amend, the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub I or Merger Sub II; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, Merger Sub I or Merger Sub II, (B) split, combine or reclassify reclassify, or otherwise amend the terms of, any Equity Securities of Acquiror, Merger Sub I or Merger Sub II, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror, Merger Sub I or Merger Sub II; (iii) (A) make, change or revoke any material Tax election, (B) adopt, change or revoke any material accounting method with respect to Taxes, (C) amend any material Tax Return, (D) prosecute, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to any material amount of Taxes, (E) enter into any closing agreementagreement with respect to any Tax, (F) surrender any right to claim a material refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or (G) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or (H) enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes); (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than any Indebtedness (A) for borrowed money or guarantee in support of the ordinary course operations of Acquiror or incident to the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, which are not, individually or in the aggregate, material to Acquiror or (B) incurred solely among Acquiror, Merger Sub I and Merger Sub II; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02date hereof, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (ix) conduct any activities or enter into any Contracts directed toward or in contemplation of an alternative Business Combination to the Business Combination contemplated by this Agreement; (x) withdraw any funds from the Trust Account, other than as permitted by Acquiror Organizational Documents or the Trust Agreement; (xi) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; or (ixxii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any Acquiror Party (it being acknowledged that prior to the First Effective Time, the Acquiror Parties shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over their business operations) and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities or from otherwise distributing or paying over any funds held by Acquiror outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, material Material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, (B) split, combine or reclassify any Equity Securities of Acquiror, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02Acquiror Series A Preferred Stock in connection with the First Merger, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except, in the case of clauses (i), (ii), (iv), (vi) and (vii) below, as to which the Company’s consent may be granted or withheld in its sole discretion), or as required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit Merger Sub or any of its other Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, ; (B) split, combine or reclassify any Equity Securities of Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Shareholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax electionelection in a manner outside the ordinary course of business, adopt, change or revoke any material accounting method with respect to Taxes, file any amended material Tax Return outside the ordinary course of business, prosecute, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to any material amount of Taxes, enter into any material closing agreementagreement with respect to any Tax, surrender any right to claim a material refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or enter into any Tax sharing or similar agreement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes), if such action would have the effect of materially increasing the present or future Tax liability of Acquiror, the Company or any of its Subsidiaries; (iv) enter into, renew or amend in any material respect, any material transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to Sponsor and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; 500,000, provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur other than as set forth on Section 7.02(a)(vi) hereto, incur, assume, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personsecurities; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (xy) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, date hereof or (z) the issuance of PIPE Securities pursuant to Section 7.02, Acquiror Class A Common Stock at not less than $10 per share in connection with the transactions contemplated by the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAPGAAP or the SEC; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any Acquiror and (ii) nothing set forth Party. To the extent not otherwise prohibited by this Section 7.02 or elsewhere in this Agreement Agreement, each Acquiror Party shall prohibit, not be prohibited or otherwise restrict the ability of, Acquiror restricted from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each of the Acquiror Parties shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other material Contracts to which such Acquiror may be Party or Subsidiaries is a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 8.01 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Documents; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of Acquiror Stockholder Redemption or as otherwise Ordinary Shares required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror), terminate excluding any expiration in accordance with its terms, or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 6.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 6.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personexcept in connection with a Transaction Financing; (viiix) (A) other than in connection with the Transaction Financing, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02date hereof, or (B) other than pursuant to the Sponsor Support Agreement, amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein; (viiix) except as contemplated by the Acquiror Incentive Plan Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of Acquiror or any other individual who is providing or will provide services to Acquiror; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror (other than the Transactions); (xii) make any material capital expenditures; (xiii) except for any loans from the Sponsor to Acquiror, make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Xxxxxxxx as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and their assets and properties; or (ixxvii) except in connection with the Transaction Financing, enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)8.01. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.10, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.02 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of, terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or Merger Sub is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or other liabilities (other than liabilities that would constitute Outstanding Acquiror Expenses); (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Transactions or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries following Closing or (C) enter into any agreement to pay compensation to any of its officers or directors; (x) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof, or otherwise acquire any material assets; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or Merger Sub (other than the Transactions); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAP; ora change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (ixxv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; (xvi) enter into any agreement, understanding or otherwise become obligated, arrangement with respect to the voting of Acquiror Common Stock (other than any agreement with an Acquiror Stockholder consistent with the terms of the Acquiror Support Agreements); or (xvii) enter into any agreement or undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other Contracts to which Acquiror or Merger Sub may be a partyparty in accordance with their terms and shall not agree to any amendment or waiver of any rights or remedies of Acquiror under any such Contracts.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.02 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust AgreementNon-Redemption Agreements, the Sponsor Trust Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption or as otherwise Class A Common Stock required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries (including the Company), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) other than pursuant to the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) other than pursuant to the Sponsor Agreement, amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein, (C) enter into any new Subscription Agreements or other agreements that contemplate Equity Financing, or (D) consummate the Equity Financing for gross proceeds in excess of $158,530,520 (including the Subscription Agreements existing as of the date of this Agreement) or on terms materially different than those contained in such Subscription Agreements; (viiix) except as contemplated by the Acquiror Omnibus Incentive Plan Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of Acquiror or its Subsidiaries or any other individual who is providing or will provide services to Acquiror or its Subsidiaries; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.01 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption or as otherwise Common Stock required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) except for Working Capital Loans, enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) except for Working Capital Loans, enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries, including the Company), terminate excluding any expiration in accordance with its terms, or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur except for Working Capital Loans, incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) other than pursuant to the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein, (C) enter into any new Subscription Agreements or other agreements that contemplate Equity Financing, or (D) consummate the Equity Financing on terms materially different than those contained in such Subscription Agreements; (viiix) except as contemplated by the Acquiror Incentive Plan Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of Acquiror or its Subsidiaries or any other individual who is providing or will provide services to Acquiror or its Subsidiaries; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.01. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and each Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit any Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of any Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Public Shares required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or any Merger Sub is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, transactions contemplated by this Agreement or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries following Closing or (C) enter into any agreement to pay compensation to any of its officers or directors; (x) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Subs (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and the Merger Subs as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and each Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause each Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or any Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, Section 7.2 of the Acquiror and Merger Sub Schedules or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), as taken (or omitted to be taken) reasonably in response to conditions arising from COVID-19 (including in response to any COVID-19 Measures) or as required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust AgreementNon-Redemption Agreements, the Sponsor Trust Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption or as otherwise Class A Common Stock required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return or a claim for refund of material Taxes, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial Contract not primarily related to Taxes); (iv) knowingly take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) other than as contemplated by this Agreement, enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror, any of its Subsidiaries or the Company), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Section 5.17 of the Acquiror and Merger Sub Schedules (or any Contract, that if existing on the date hereof, would have been required to be listed on Section 5.17 of the Acquiror and Merger Sub Schedules) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) other than pursuant to the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02date hereof, or (B) other than pursuant to the Sponsor Agreement, amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein; (viiiA) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods practices, except insofar as may have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of accountingthe Financial Accounting Standards Board or any similar organization, or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; (xvi) (A) enter into or adopt any Benefit Plan, except the Acquiror Omnibus Incentive Plan pursuant to Section 7.12(a), (B) enter into any employment agreement or collective bargaining agreement or (C) other than as may be required by GAAPin the ordinary course of business, hire any employee or any other individual who is providing or will provide services to Acquiror or its Subsidiaries if such new employee or independent contractor will receive annual base compensation in excess of $300,000 following the Closing; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do take any action prohibited under this Section 7.02(a)7.2. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to or the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit Blossom Merger Sub or Blossom Merger Sub II to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Blossom Merger Sub or Blossom Merger Sub II; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquirorany Acquiror Party, (B) split, combine or reclassify any Equity Securities of Acquirorany Acquiror Party, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorany Acquiror Party; (iii) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, adopt, change or revoke any accounting method with respect to Taxes, file or amend any Tax Return in a manner inconsistent with past practice, prosecute, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to any amount of Taxes, enter into any closing agreementagreement with respect to any Tax, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes), in each case with respect to each item in this clause (iii), to the extent such action would have a material and adverse impact on Acquiror or the Company; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than any indebtedness (A) for borrowed money or guarantee or (B) incurred among Acquiror and Blossom Merger Sub; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (xy) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactionsdate hereof, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Acquiror Class A Common Stock at not less than $10 per share in connection with the transactions contemplated by the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (ix) pay or agree to pay Acquiror Transaction Expenses in an aggregate amount in excess of $7,500,000 (which consent by the Company shall not be unreasonably conditioned, withheld or delayed); or (ixx) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities or from otherwise distributing or paying over any funds held by Acquiror outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 9.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied, except, in the case of clauses (vii) and (ix) below, as to which the Company’s consent may be granted or withheld or delayed), or as required by applicable Law (including COVID-19 Measuresin its sole discretion), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change or revoke file any accounting method amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment by a Governmental Authority in respect of material Taxes, enter into or consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim a refund or assessment in respect of Taxes, enter into any Tax sharing or similar agreement, file or take or fail to take any amended material similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax Returnliability or materially decreasing any present or future Tax asset of Holdings, the Company, the Surviving Jersey Company, the Surviving Delaware Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede the Intended Tax Treatment; (v) other than as expressly permitted pursuant to the provisos of Section 9.03(a)(vii), enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; or (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.01 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the Governing Documents of Amalgamation Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption or as otherwise Ordinary Shares required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital shares of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries, including the Company), terminate excluding any expiration in accordance with its terms, or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personexcept in connection with the Transaction Financing; (vii) (A) other than in connection with the Transaction Financing, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02date hereof, or (B) other than pursuant to the Sponsor Support Agreement, amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein; (viiix) except as contemplated by the Acquiror Incentive Plan Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of Acquiror or its Subsidiaries or any other individual who is providing or will provide services to Acquiror or its Subsidiaries; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in U.S. GAAP including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) except in connection with the Transaction Financing, enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.01. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, ; (B) split, combine or reclassify any Equity Securities of Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, file any material amended Tax Return, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to Taxesliability, enter into any material closing agreementagreement with respect to any Tax, surrender any right to claim a material refund of Taxes, enter into in each case, if such action would be reasonably expected to materially increase the present or future Tax liability of Acquiror, the Company or any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessmentits Subsidiaries; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another PersonIndebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personthan the Debt Financing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) the issuance of Acquiror Class A Common Stock in exchange for Acquiror Class B Common Stock, (y) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, date hereof or (z) the issuance of PIPE Securities pursuant to Section 7.02, Acquiror Class A Common Stock at not less than $10 per share in connection with the transactions contemplated by the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ixviii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities or from otherwise distributing or paying over any funds held by Acquiror outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts, to comply with, and continue performing under, as applicable, material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, Section 7.03 of the Company Schedules or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor AgreementAcquiror Organizational Documents or the organizational documents of Merger Sub I or Merger Sub II, other than to effectuate the Acquiror Charter Amendment, the Acquiror Organizational DocumentsA&R Charter and the Acquiror A&R Bylaws; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of material Taxes, or enter into any material Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) other than as set forth on Section 7.03(a)(v) of the Acquiror Schedules, enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries (including the Company and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Section 5.17(a) of the Acquiror Schedules (or any Contract, that if existing on the date hereof, would have been required to be listed on Section 5.17(a) of the Acquiror Schedules) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than claims, compromises or settlements that do not exceed $250,000 in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigationthe aggregate; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, equity, equity-based or phantom interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (yii) in connection with conversion of the Acquiror Class B Common Stock pursuant to the Acquiror Organizational Documents, (iii) the Transactions, transactions contemplated by this Agreement (including the transactions contemplated by the Subscription Agreements) or (ziv) the issuance transactions contemplated by any Subscription Agreement executed after the date hereof with the Persons listed on Section 7.03(a)(ix) of PIPE Securities pursuant to Section 7.02, the Acquiror Schedules or (B) amend, modify or waive any of the terms or rights set forth in, in any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Subscription Agreements or the Surrender Agreement; (viiix) except as contemplated by the Acquiror Omnibus Incentive Plan or the Acquiror Employee Stock Purchase Plan, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire or retain the services of any employee or any other individual to provide services to the Acquiror or its Subsidiaries following Closing; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 8.03 of the Acquiror Disclosure Letter, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions), by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed), or as required by applicable Law (including COVID-19 Measuresdenied), Acquiror shall not, and shall cause each of its Subsidiaries not to: (i) change, modify modify, supplement, restate or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of First Merger Sub or Second Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method election relating to Taxes in a manner inconsistent with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxespast practice, enter into any closing agreement, settlement or compromise with any taxing authority relating to any material Tax matter, file any material amended Tax Return in a manner inconsistent with past practice, change (or request any Governmental Authority to change) any material method of accounting or accounting period with respect to Taxes or surrender any right to a claim a any material refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations limitation period applicable to any material Tax claim or assessment, or enter into any closing agreement or other binding written agreement with a taxing authority respect to any material amount of Taxes in each case (with respect to each item listed in this clause (iii)), to the extent such action could reasonably be expected to have an adverse impact on Acquiror, the Company or their Subsidiaries; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterSponsor); (v) waiveincur, releaseguarantee or otherwise become liable for (whether directly, compromise, settle contingently or satisfy otherwise) any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction LitigationIndebtedness; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) other than in connection with the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02date hereof, or (B) other than in connection with the Warrant Accounting Issue, amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ixvii) enter into any agreement, or otherwise become obligated, to do take any action prohibited under this Section 7.02(a)8.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor AgreementAcquiror Organizational Documents or the organizational documents of Merger Sub, other than to effectuate the Acquiror Charter Amendment, the Acquiror Organizational DocumentsA&R Charter and the Acquiror A&R Bylaws; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) other than as set forth on Schedule 7.03(a)(v), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to the Acquiror or any of its Subsidiaries (including the Company and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which the Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, liability in each case other than compromises or settlements excess of the amount set forth in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction LitigationSchedule 7.03(a)(vii); (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement; (viiix) except as contemplated by the Acquiror Omnibus Incentive Plan, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee or any other individual to provide services to the Acquiror or its Subsidiaries following Closing; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by the Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.12, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or Merger Sub is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or the Acquiror Employee Stock Purchase Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries following Closing or (C) enter into any agreement to pay compensation to any of its officers or directors; (x) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to or the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)other Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), no Acquiror Party shall notand shall not permit any Acquiror Party to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of any Acquiror Party; (ii) withdraw any funds from the Trust Account, other than as permitted by the Acquiror Organizational Documents or the Trust Agreement; (iii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, any Acquiror Party; (B) split, combine or reclassify any Equity Securities of Acquiror, any Acquiror Party; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorany Acquiror Party; (iiiiv) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, file any material amended Tax Return, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to Taxesliability, enter into any material closing agreementagreement with respect to any Tax, surrender any right to claim a material refund of Taxes, or enter into any Tax sharing sharing, Tax indemnification or similar agreementagreements (except, file in each case, for any amended material such agreements that are commercial contracts not primarily relating to Taxes), in each case, if such action would be reasonably expected to materially increase the present or future Tax Returnliability of Acquiror, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessmentCompany Group Member; (ivv) enter into, renew or amend in any material respect, any transaction or Contract with an any director, officer, employee, stockholder, warrant holder or Affiliate of any Acquiror Party (including, for unless entered into in the avoidance ordinary course of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterbusiness); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person500,000; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities of any Acquiror Party other than (x1) the issuance of Acquiror Class A Common Stock in exchange for Acquiror Class B Common Stock, (2) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, date hereof or (z3) the issuance of PIPE Securities pursuant to Section 7.02, Acquiror Class A Common Stock in connection with any Permitted Equity Financing or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) make form any material change in accounting principles or methods subsidiary of accounting, Acquiror other than Merger Subs or as may be required contemplated by GAAPthis Agreement or the Transactions; (x) liquidate, dissolve, reorganize or otherwise wind up the business and operations of any Acquiror or Party; (xi) materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any Contracts (including engagement letters) with any of the financial advisors identified on Schedule 5.07 in a manner adverse to Acquiror or that would increase, add or supplement any Acquiror Transaction Expenses or enter into a Contract that if entered into prior to the date of this Agreement would require the payment of amounts that would constitute Acquiror Transaction Expenses; or (ixxii) enter into any agreementContract, or otherwise become obligated, or resolve to do take any action prohibited under this Section 7.02(a7.02(a)(i) through (xi). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities or from otherwise distributing or paying over any funds held by Acquiror outside the Trust Account to the Sponsor or any of its Affiliates or any director, officer, employee, stockholder or warrant holder, in each case, prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts, to comply with, and continue performing under, as applicable, material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including as contemplated by any changes relating to the capitalization of Subscription Agreement or any other Acquiror as may reasonably be required to effect and consummate the Transactions), Pre-Closing Financing) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Acquiror Organizational Documents or the organizational documents of Merger Sub; provided however; notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or restrict the Acquiror Organizational Documentsfrom carrying out the Extension, and no consent of any other party shall be required in connection therewith; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Public Shares required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby or the Extension, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or Merger Sub is a party or by which it is bound; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personpast practice; (vii) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests (other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (ydate hereof) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) (A) adopt or materially amend any Benefit Plan, or enter into any employment contract with any employee providing for an annual base salary in excess of $200,000 or any collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries (other than the Company) following Closing or (C) enter into any agreement to pay compensation to any of its officers or directors; (x) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Sub (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by Xxxxxxxx and the Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as (w) set forth on Acquiror Schedule 7.02, (x) as expressly contemplated or permitted by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect Domestication and consummate the TransactionsMerger), (y) as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as (z) required by applicable Law (including COVID-19 Measures)Law, Acquiror shall not: (i) seek any approval from the Acquiror Stockholders to change, modify or amend the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Governing Documents or change, modify or amend the Trust Agreement or the Acquiror Governing Documents; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Class A Common Stock required by the Offer or as otherwise required by Acquiror Organizational Acquiror’s Governing Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make(A) make (other than on an originally filed Tax Return), change or revoke rescind any material Tax election, (B) change or revoke any annual Tax accounting method with respect to Taxes, settle or compromise any Tax liability period or any Actionmaterial method of Tax accounting, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, (C) file any amended material Tax ReturnReturn that could materially increase the Taxes payable by Acquiror, (D) settle, compromise, or consent abandon any claim, investigation, audit or controversy relating to a material amount of Taxes, or (E) enter into a closing agreement with respect to any extension or waiver material amount of the limitations period applicable to any Tax claim or assessmentTax; (iv) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or any Contract, that if existing on the date hereof, would constitute an Acquiror Affiliate Agreement) other than as contemplated by clause (viii)(B) below; (vi) enter into any material Contract with an Affiliate of or amend or modify any term of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any material Contract to which Acquiror is a party (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterincluding placement agent agreements); (vvii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, to any pending or threatened Action); (viii) incur, create, assume, refinance, guarantee or compromise otherwise become liable for (whether directly, contingently or settle otherwise) any liabilityIndebtedness, other than Indebtedness that satisfies each of the following: (A) used solely for Acquiror’s (1) ordinary course administrative costs and expenses and transaction expenses incurred in connection with the Transactions (including performance under any Transaction Documents) in compliance with this Agreement and each other Transaction Document to which Acquiror is a party or (2) following consultation with the Company, non-ordinary course costs and expenses and transaction expenses, in each case other than compromises or settlements case, incurred in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply connection with respect to the Transactions (including performance under any Transaction LitigationDocuments) in compliance with (and not in breach of) this Agreement and each other Transaction Document to which Acquiror is a party; and (B) such Indebtedness is a loan made by the Sponsor or any of its Affiliates to Acquiror without interest or other fees, costs or expenses of Acquiror; provided that, any such Indebtedness, in the aggregate, does not to exceed $1,500,000 (the “Acquiror Debt Limit”) and to the extent that such Indebtedness does exceed the Acquiror Debt Limit, the Sponsor shall, or shall cause its Affiliates to, forgive any such amount in excess of the Acquiror Debt Limit; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, Transactions (including the transactions contemplated by the Forward Purchase Contract or (zthe Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement; (viiix) except as contemplated by the Acquiror Omnibus Incentive Plan, (A) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries following Closing; (xi) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror (other than the Transactions); (xii) make any capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror as of the date of this Agreement; (xv) make any material change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its assets and properties; (xvii) form any Subsidiary; or (ixxviii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply in all material respects with, and continue performing under, as applicable, the Acquiror Governing Documents, the Trust Agreement and all other material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.027.01, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except in the case of clause (ix) below which consent will be granted or withheld in the Company’s sole discretion), or as required by applicable Law (including Laws that are COVID-19 Measures), Acquiror shall not: (i) change, amend, restate, supplement or otherwise modify or amend any of the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Documents, other than in connection with an Extension Stockholders’ Meeting; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, ; (B) split, combine or reclassify any Equity Securities of Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the TransactionsRedemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax electionelection in a manner inconsistent with pact practices, adopt, change or revoke any material accounting method with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to TaxesTax liability, enter into any closing agreementagreement or other written agreement with any Governmental Authority with respect to any Tax, amend any Tax Return, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to or request any extension or waiver of the limitations limitation period applicable to any Tax claim or assessmentTax Return; (iv) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Merger, together with the Stock Split and the Note Conversion, from qualifying for the Intended Income Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liabilityliability that would require any payment from the Trust Account or that would impose non-monetary obligations on Acquiror or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (vii) incur, in each case other than compromises guarantee or settlements in an aggregate amount not greater than $250,000otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; provided, that this Section 7.02(a)(v) will not apply Acquiror shall be permitted to incur such Indebtedness from its Affiliates and the Acquiror Stockholders in order to meet its reasonable capital requirements, with respect any such loans to any Transaction Litigationbe made only as reasonably required by the operation of Acquiror in due course on a non-interest basis and otherwise on commercially reasonable terms and conditions and repayable in cash at Closing; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (viiviii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with pursuant the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission that is payable by the Company or any of its Affiliates, or by Acquiror in connection with the Transactions; or (xi) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a7.01(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which Acquiror may be is a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, except for any Working Capital Loan or Extension Loan, as set forth on Schedule 7.02, as expressly contemplated by this Agreement (including as contemplated by any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Pre-Closing Financing, Proposal, Extension or Charter Amendment) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, carry on their business in the ordinary course of business and in accordance with applicable Law Law. During the Interim Period, except for any Working Capital Loan or Extension Loan, as set forth on Schedule 7.02 or as expressly contemplated by this Agreement (including COVID-19 Measuresas contemplated by any Pre-Closing Financing, Proposal, Extension or Charter Amendment and any or all actions required pursuant to the Redomicile) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Acquiror Organizational Documents or the organizational documents of Merger Sub; provided, however; notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or restrict the Acquiror Organizational Documentsfrom carrying out any Extension, and no consent of any other party shall be required in connection therewith; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquirorshare capital, capital stock or other equity interests; (B) split, combine sub-divide, combine, reclassify or reclassify otherwise change any Equity Securities of Acquirorits share capital, capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Public Shares required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby or an Extension (including payments for the redemption of Acquiror Public Shares in connection with a Charter Amendment), repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of share capital, capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate Agreement); (iv) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Acquiror Material Contracts (or any Contract, that if existing on the date hereof, would have been an Affiliate of Acquiror (including, for the avoidance of doubt, (AMaterial Contract) the Sponsor and (B) any Person in to which the Sponsor has Acquiror or Merger Sub is a direct party or indirect legal, contractual or beneficial ownership interest of 5% or greater)by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities share capital or capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests (other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof or Contingent Warrants, and (y) the Transactions, or (z) the issuance of PIPE Securities the Contingent Warrants pursuant to Section 7.02, the Contingent Rights) or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make (A) adopt any material change in accounting principles or methods of accounting, Benefit Plan other than as set forth in the Proposals, or enter into any employment Contract or any collective bargaining agreement, (B) hire any employee or any other individual independent contractor (not including advisors in connection with the Transactions) to provide services to Acquiror or its Subsidiaries (including the Company) following Closing, (C) make or grant any severance, bonus, including any change-in-control, retention, transaction, or similar compensation or benefits, or any increase in base salary or wages to any director, executive, or other current or former employee or service provider or (D) take any action to accelerate the vesting of, or payment of, any compensation or benefit to any current or former employee or other service provider under any Company Benefit Plan or Benefit Plan maintained by the Acquiror; (ix) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Sub (other than the transactions contemplated by this Agreement); (x) make any capital expenditures; (xi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xii) make, revoke or change any material Tax election, change any Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to Taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes, incur any liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding pursuant to customary provisions in any commercial Contract entered into in the ordinary course of business and not primarily related to Taxes); provided for the avoidance of doubt Acquiror and Merger Sub may be pay Taxes in the ordinary course of business; (xiii) enter into any new line of business outside of the business currently conducted by Axxxxxxx and the Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or practices, except insofar as may have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; (xvi) enter into any agreement with any broker, investment banker, or financial advisor pursuant to which such party shall be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission; or (ixxvii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including as contemplated by any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), Pre-Closing Financing) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Acquiror Organizational Documents or the organizational documents of Merger Sub; provided however; notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or restrict the Acquiror Organizational Documentsfrom carrying out any Extension, and no consent of any other party shall be required in connection therewith; (ii) other than as set forth on Schedule 7.03(a)(ii), (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Public Shares required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby or any Extension, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) makeother than as set forth on Schedule 7.03(a)(iii), change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate Agreement); (iv) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Acquiror Material Contract or any CBA or similar agreement (including agreements with an Affiliate of works councils and trade unions and side letters) to which Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in or Merger Sub is a party or by which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater)it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigationpast practice; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another PersonIndebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personthan Working Capital Loans; (vii) other than as set forth on Schedule 7.03(a)(vii), (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests (other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (ydate hereof) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) adopt or materially amend any Benefit Plan, or enter into any employment Contract with any employee providing for an annual base salary in excess of $200,000 or any collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries (other than the Company) following Closing, (C) make or grant any material change severance, bonus, including any change-in-control, retention, transaction, or similar compensation or benefits, or any increase in accounting principles base salary or methods wages to any director, executive, or other current or former employee or service provider (other than (i) increases in base salary or wages in the ordinary course of accountingbusiness (provided that such increases shall not exceed 3% in the aggregate or 5% for any individual with annual compensation)), (ii) payment of annual cash bonuses in respect of calendar year 2023 in the ordinary course of business and consistent with terms of the applicable Benefit Plan and (iii) payment of severance benefits to terminated employees in the ordinary course of business, or (D) take any action to accelerate the vesting of, or payment of, any compensation or benefit to any current or former employee or other service provider under any Benefit Plan, other than in the ordinary course of business; (ix) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Sub (other than the transactions contemplated by this Agreement, including the Schedules and Exhibits hereto); (x) make any capital expenditures; (xi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xii) enter into any new line of business outside of the business currently conducted by Xxxxxxxx and the Merger Sub as of the date of this Agreement; (xiii) make any change in financial accounting methods, principles or practices, except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xiv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxv) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Material Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.1 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, denied, or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational Documents, or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, (BX) split, combine combine, or reclassify any Equity Securities of Acquirorits equity securities, or (CY) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactionsissue, repurchase, redeem redeem, or otherwise acquire, or offer to issue, repurchase, redeem redeem, or otherwise acquire, any Equity Securities of Acquirorits equity securities, or (Zi) declare, set aside, or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares of its capital stock (other than dividends from its direct or indirect wholly owned Subsidiaries and ordinary quarterly dividends, consistent with past practice with respect to timing of declaration and payment); (iii) makeenter into, change or revoke amend or modify any material Tax election, change or revoke any accounting method with respect term of (in a manner adverse to Taxes, settle or compromise any Tax liability Acquiror or any Actionof its Subsidiaries, audit including the Company), terminate (excluding any expiration in accordance with its terms), or other similar proceeding related waive or release any material rights, claims, or benefits under, any Contract of a type required to Taxesbe listed on Schedule 5.17 (or any Contract that, enter into if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing collective bargaining or similar agreement, file agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessmentsuch entities is bound; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle settle, or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viv) incur incur, create, assume, repurchase, repay, refinance, guarantee, or assume otherwise become liable for (whether directly, contingently, or otherwise) any Indebtedness or guarantee any Indebtedness of another PersonIndebtedness, issue or sell any debt securities or warrants options, warrants, calls, or other rights to acquire any debt securities of the Acquiror or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it), or enter into any arrangement having the economic effect of any of the foregoing; (vi) issue, sell, pledge, dispose of, or encumber any of its equity; (vii) (A) offeracquire, issueby merger, deliverconsolidation, grant acquisition of stock or sellassets, or authorize or propose to offer, issue, deliver, grant or sellotherwise, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of business or Person or division thereof or make any Acquiror Warrants outstanding on the Original Agreement Dateloans, (y) the Transactionsadvances, or (z) the issuance of PIPE Securities pursuant capital contributions to Section 7.02, or (B) amend, modify or waive investments in any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth thereinPerson; (viii) make any material change in accounting principles adopt or methods effect a plan of accountingcomplete or partial liquidation, dissolution, restructuring, recapitalization, or other than as may be required by GAAP; orreorganization; (ix) make any capital expenditures; (x) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xi) make any change in financial accounting methods, principles, or practices, except insofar as may have been required by a change in GAAP, including pursuant to standards, guidelines, and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xii) voluntarily fail to maintain, cancel, or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; (xiii) sell, transfer, license, sublicense, or otherwise dispose of, covenant not to assert, lease, pledge, or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, cancel, let lapse, or convey or dispose of any assets, properties, or business of the Acquiror, except for dispositions of obsolete or worthless assets in the ordinary course of business; (xiv) fail to maintain its existence; (xv) increase the compensation payable or that could become payable by the Acquiror or any of its Subsidiaries to directors, officers, employees, or consultants, or hire any employee of the Acquiror or any other individual who is providing or will provide services to the Acquiror except to replace terminated employees in the ordinary course of business; (xvi) (i) settle or compromise any Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Acquiror balance sheet as of June 30, 2023, (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Acquiror or its Subsidiaries; (xvii) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (xviii) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or otherwise become obligatedsimilar Contract with respect to any joint venture, strategic partnership, or alliance; (xix) acquire any fee interest in real property, other than in the ordinary course of business; (xx) enter into, renew, or amend in any material respect any Acquiror Affiliate Agreement; (xxi) terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy; or (xxii) enter into any agreement to do any action prohibited under this Section 7.02(a)7.1. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.02, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 6.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Pre-Domestication Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, incur any liability for taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes), take any action which would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment or the Domestication from qualifying as a reorganization within the meaning of Section 368(a)(1)(F) of the Code; (iv) other than as set forth on Schedule 6.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) waiveenter into, releaseor amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), compromiseterminate (excluding any expiration in accordance with its terms), settle or satisfy waive or release any pending material rights, claims or threatened material claim (which shall include, but not be limited tobenefits under, any pending Contract of a type required to be listed on Schedule 4.15(a) (or threatened Actionany Contract, that if existing on the date hereof, would have been required to be listed on Schedule 4.15(a)) or compromise any collective bargaining or settle any liability, in each case other than compromises similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction LitigationMerger Sub is a party or by which it is bound; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x1) issuance of Acquiror Common Stock in connection with the exercise of any Pre-Domestication Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y2) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Pre-Domestication Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (ix) make any material capital expenditures; (x) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xi) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xii) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; or (ixxiii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)6.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror shall, and shall cause Merger Sub to (i) use commercially reasonable efforts to conduct and operate respective business, in all material respects, in the ordinary course of business consistent with past practice, to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice, (ii) use commercially reasonable efforts to maintain all insurance policies of Acquiror therefor and (iii) comply with all Laws applicable to Acquiror and Merger Sub and their respective businesses, assets and employees. Without limiting the generality of the foregoing, except as set forth on Schedule 7.02, 7.02 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not, and shall not permit Merger Sub to: (i) change, modify or amend amend, the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption or as otherwise Common Stock required by Acquiror Organizational Documents the Offer or to effect an extension as set forth in order to consummate the TransactionsSection 11.17, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or Merger Sub is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, liability in each case other than compromises excess of $250,000 (invidually or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigationthe aggregate); (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Personnot in ; (viiix) (A) other than pursuant to the Transaction Financing, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementWarrants, including any amendment, modification or reduction of the warrant price set forth therein, or (C) consummate the Transaction Financing except in an amount and on terms that have not been approved in writing by the Company; (viiix) except as contemplated by the Acquiror LTIP Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract or collective bargaining agreement or (ii) hire any employee of Acquiror or Merger Sub or any other individual who is providing or will provide services to Acquiror or its Merger Sub; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (xii) make any material capital expenditures in excess of $500,000; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Axxxxxxx and Merger Sub as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.01. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and each of the Merger Subs shall, except as set forth on Schedule 7.027.02(a), as expressly contemplated by this Agreement (including as contemplated by any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the TransactionsPre-Closing Financing), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, carry on their business in the manner conducted immediately prior to the execution and delivery of this Agreement and in accordance with applicable Law Law. During the Interim Period, except as set forth on Schedule 7.02(a) or as expressly contemplated by this Agreement (including COVID-19 Measuresas contemplated by any Pre-Closing Financing) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, Acquiror shall notnot and shall not permit the Merger Subs to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub or Nxu Tech; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquirorshare capital, capital stock or other equity interests; (B) split, combine sub-divide, combine, reclassify or reclassify otherwise change any Equity Securities of Acquirorits share capital, capital stock or other equity interests; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of share capital, capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction agreement with any affiliate; (iv) enter into, or Contract amend or modify any material term of (in a manner adverse to Acquiror or the Merger Subs (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Acquiror Material Contracts (or any Contract, that if existing on the date hereof, would have been an Affiliate of Acquiror (including, for the avoidance of doubt, (AMaterial Contract) the Sponsor and (B) any Person in to which the Sponsor has Acquiror or Merger Subs is a direct party or indirect legal, contractual or beneficial ownership interest of 5% or greater)by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any liability, in each case other than compromises (A) in the ordinary course of business or settlements (B) to pay any amounts payable to landlord of Acquiror in an aggregate amount not greater than $250,000; providedconnection with a real property lease or to pay the liabilities, that this Section 7.02(a)(v) will not apply fees and costs incurred in connection with respect to any Transaction Litigationthe Transactions; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) except with respect to the issuance of a single share of Series B Preferred Stock, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactionsshare capital or capital stock of, or (z) the issuance of PIPE Securities pursuant to Section 7.02other equity interests in, Acquiror or Merger Subs or any securities convertible into, or (B) amendany rights, modify warrants or waive any of the terms or rights set forth inoptions to acquire, any Acquiror Warrant such capital stock or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth thereinequity interests; (viii) (A) adopt any Benefit Plan other than as set forth in the Proposals, or enter into any employment Contract or any CBA, (B) hire any employee or any other individual independent contractor (not including advisors in connection with the Transactions) to provide services to Acquiror (including the Company) following Closing, (C) terminate any officer, employee or independent contractor (other than for cause), (D) make or grant any severance, bonus, including any change-in-control, retention, transaction, or similar compensation or benefits, or any increase in base salary or wages to any director, executive, or other current or former employee or service provider, or (E) take any action to accelerate the vesting of, or payment of, any compensation or benefit to any current or former employee or other service provider under any Company Benefit Plan or Benefit Plan maintained by the Acquiror; (ix) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Subs (other than the Transactions); (x) make any material change in accounting principles or methods of accountingcapital expenditures, other than costs incurred in connection with (i) the termination of a real property lease, or (ii) the sale of any equipment; (xi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xii) make, revoke or change any material Tax election, change any Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to Taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes, incur any liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding pursuant to customary provisions in any commercial Contract entered into in the ordinary course of business and not primarily related to Taxes); provided for the avoidance of doubt Acquiror and the Merger Subs may pay Taxes in the ordinary course of business; (xiii) enter into any new line of business outside of the business currently conducted by Axxxxxxx as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or practices, except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its assets and properties; (xvi) enter into any agreement with any broker, investment banker, or financial advisor pursuant to which such party shall be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission; or (ixxvii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing Except as set forth in this Agreement shall prohibitSchedule 7.02(b), or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During during the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause the Merger Subs to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, and all other agreements or Contracts to which Acquiror or the Merger Subs may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror shall, and shall cause its Subsidiaries to, except as expressly required by this Agreement, as set forth on Schedule 7.02, as contemplated consented to in writing by the Company Parties (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), use its commercially reasonable efforts to conduct and operate its business in the ordinary course of business in all material respects. Without limiting the generality of the foregoing, except as required by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions)set forth on Schedule 7.02, as consented to by the Company Parties in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not:, and shall cause its Subsidiaries not to, during the Interim Period (provided that nothing set forth in this Agreement shall (i) give ZF or IDX, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) prohibit or otherwise restrict the ability of any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses): (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of any of Acquiror’s Subsidiaries; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror or any of Acquiror’s Subsidiaries, (B) split, combine or reclassify any Equity Securities of Acquiror or any of Acquiror’s Subsidiaries, or (C) other than in connection with the Acquiror Stockholder Shareholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror or any of Acquiror’s Subsidiaries; (iii) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, adopt, change or revoke any accounting method with respect to Taxes, file or amend any Tax Return in a manner inconsistent with past practice, prosecute, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to any amount of Taxes, enter into any closing agreementagreement with respect to any Tax, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes), in each case with respect to each item in this clause (iii), if such action could reasonably be expected to have an adverse impact (other than a de minimis adverse impact) on Acquiror or a Company Group; (iv) enter into, renew or amend in any material respectamend, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action, (A) if such settlement would require payment by Acquiror or compromise or settle any liability, in each case other than compromises or settlements of its Subsidiaries in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v(B) will not apply with respect to any Transaction Litigationthe extent such settlement includes an agreement to accept or concede injunctive relief, (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than (A) Sponsor Working Capital Loans and (B) any indebtedness incurred among Acquiror and its Subsidiaries; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (w) issuance of Pre-Domestication Acquiror Ordinary Shares in connection with the exercise of any Pre-Domestication Acquiror Warrants outstanding on the date hereof, (x) issuance of Acquiror Common Stock at not less than $10 per share in connection with the transactions contemplated by the PIPE Subscription Agreements, (y) issuance of Convertible Notes at a conversion price of not less than $11.50 per share in connection with the transactions contemplated by the Convertible Notes Subscription Agreements or (z) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02Sponsor Holders Class B Conversion, or (B) amend, modify or waive any of the terms or rights set forth in, any Pre-Domestication Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants); (x) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or any of its Subsidiaries (other than the Transactions); (xi) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (xiii) permit any “foreign person,” as defined in Section 721 of the DPA, whether affiliated as a limited partner or otherwise, to obtain through Acquiror any of the following rights with respect to Acquiror, ZF, or Surviving IDX Entity as a result of that foreign person’s investment in Acquiror, ZF, or Surviving IDX Entity: (i) access to any “material nonpublic technical information” (as defined in the DPA) in the possession of the entity; (ii) membership or observer rights on the Board of Directors or equivalent governing body of the entity or the right to nominate an individual to a position on the Board of Directors or equivalent governing body of the entity; (iii) any involvement, other than through the voting of shares, in the substantive decisionmaking of the entity regarding (x) the use, development, acquisition, or release of any “critical technology” (as defined in the DPA), (y) the use, development, acquisition, safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or collected by the entity, or (z) the management, operation, manufacture, or supply of “covered investment critical infrastructure” (as defined in the DPA); or (iv) “control” of the entity (as defined in the DPA); or (ixxiv) enter into any agreementContract, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.027.07, as expressly contemplated by this Agreement (including any changes relating to as contemplated by the capitalization of Acquiror as may reasonably be required to effect and consummate the TransactionsSubscription Agreements), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), ) or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notoperate its business in the ordinary course and consistent with past practice and, without limiting the generality of the foregoing, Acquiror shall not and shall cause Merger Sub not to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) create or form any Subsidiaries; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) to the stockholders of the Acquiror in their capacities as stockholders, or in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) effect any recapitalization, reclassification, split or other change in its capitalization or issue, split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than the redemption of any shares of Acquiror Class A Common Stock required by the Redemption Offer in connection accordance with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the TransactionsDocuments, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iiiiv) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method with respect or period, file any amendment to Taxes, settle or compromise any a material Tax liability or any Action, audit or other similar proceeding related to TaxesReturn, enter into any closing agreementagreement with a Governmental Authority with respect to a material amount of Taxes, surrender any right to claim a material refund of Taxes, enter into settle or compromise any Tax sharing examination, audit or similar agreementother Action with a Governmental Authority relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (ivv) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (vi) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Agreement) or make any payment to any Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater)Related Party; (vvii) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries (including the Company and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract set forth on, or of a type required to be listed on, Schedule 5.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.16(a)) or sell, assign, abandon, lease, exclusively license or otherwise dispose of any material assets or properties, or subject any material assets or properties to any Lien; (viii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise compromise, incur or settle any liability, in each case claim or any liability other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigationpast practice; (viix) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness liability of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (viix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor, or other equity interests in, any Person, including Acquiror or any of its Subsidiaries, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding and exercisable on the Original Agreement Date, (y) the Transactions, date hereof or (zii) the issuance of PIPE Securities shares to the Company Equityholders in connection with the Merger pursuant to Section 7.02, the terms of this Agreement and the issuance of shares of Acquiror capital stock to the Subscribers pursuant to the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementAcquiror Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Support Agreement; (viiixi) except as contemplated by the Acquiror Omnibus Incentive Plan Proposal and the Acquiror ESPP Proposal, (i) adopt or amend any Acquiror Benefit Plan, or enter into any employment contract that provides an annual base salary or base compensation that exceeds $200,000 or any collective bargaining agreement, (ii) hire any employee of Acquiror or its Subsidiaries with an annual base salary or base compensation that exceeds $200,000, or (iii) take any action or refrain therefrom that would result in the Transactions being the direct or indirect cause of any amount paid or payable by Acquiror, Merger Sub or any of their respective Subsidiaries being classified as an “excess parachute payment” under Section 280G of the Code or the imposition of any additional Tax under Section 4999 of the Code; (xii) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the Transactions); (xiii) make any material loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and Merger Sub and their assets and properties; (xvii) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement; or (ixxviii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material Contracts to which the Acquiror may be a partyOrganizational Documents and the Trust Agreement.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.01 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify, subdivide or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption or as otherwise Common Stock required by Acquiror Organizational Documents in order to consummate the TransactionsOffer, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) enter take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or any of its Subsidiaries, including the Company), terminate excluding any expiration in accordance with its terms, or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.17 (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.17) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) other than pursuant to the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants Rights outstanding on the Original Agreement Datedate hereof, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any warrant agreement with respect to Acquiror Warrant or the applicable warrant agreementRights, including any amendment, modification or reduction of the warrant price set forth therein, (C) enter into any Subscription Agreements or other agreements that contemplate Equity Financing, or (D) consummate the Equity Financing on terms materially different than those contained in such Subscription Agreements; (viiix) except as contemplated by the Acquiror Incentive Plan Proposal, (i) adopt, amend or become liable (whether actually or contingently) with respect to any Acquiror Benefit Plan, or enter into any employment Contract or collective bargaining agreement, or (ii) hire any employee or any other individual service provider, in each case, who is providing or will provide services to Acquiror or its Subsidiaries; (xi) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase the assets or equity of, any corporation, partnership (limited or general), limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xii) make any capital expenditures; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiv) enter into any new line of business outside of the business currently conducted by Acquiror and its Subsidiaries as of the date of this Agreement; (xv) make any material change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xvi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and its Subsidiaries and their assets and properties; or (ixxvii) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.01. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as required in consummation of the Domestication, as set forth on Schedule 7.02, 9.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of clauses (i), (ii), (iv), (vi) and (vii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of shares or capital stock (as applicable) of, or other equity interests in, Acquiror, ; (B) split, combine subdivide, combine, consolidate, convert or reclassify any Equity Securities of shares or capital stock (as applicable) of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by the Acquiror Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of shares or capital stock (as applicable) of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax tax election, adopt or change or revoke any material accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any material Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessmentassessment other than in the ordinary course of business, or enter into any Tax sharing or Tax indemnification agreement (except, in each case, for such agreements that are commercial contracts not primarily relating to Taxes); (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle (or make any settlement or similar offer) or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle (or make any settlement or similar offer) any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person;Indebtedness; or (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities shares or capital stock (as applicable) of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Acquiror Class A Common Stock at not less than $10 per share on the terms set forth in the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material Contracts to which the Acquiror may be a partyOrganizational Documents, the Trust Agreement and the Transaction Agreements.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures), each of Acquiror and Merger Sub shall not, and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the certificate of incorporation or bylaws of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (B) split, combine or reclassify any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (iii) makemake or change any Tax election or adopt or change any Tax accounting method, change file any amendment to any Income Tax Return or revoke other Tax Return, enter into any material Tax election, change or revoke any accounting method agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund assessment in respect of Taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of Taxes, or enter into any Tax sharing or similar agreement, file any amended material in each case if such election, change, amendment, agreement, settlement, consent or other action could, individually or in the aggregate, have the effect of increasing the present or future Tax Returnliability of Acquiror, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; (v) other than in connection with any PIPE Investment, enter into, renew or amend in any material respect, respect any transaction or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5% %) or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than such material liabilities, debts or obligations as are (A) expressly contemplated by this Agreement, including those incurred or arising under the Contracts set forth on Schedule 5.07 or Schedule 5.09(d), or (B) incurred in support of the Transactions; or (ix) other than in connection with any PIPE Investment, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts to Subsidiaries (including Merger Sub) to, comply with, with and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed)XxxxxXxxxxxx.xxx and Xxxxxxxxxxxx.xxx, or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit XxxxxXxxxxxx.xxx Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of XxxxxXxxxxxx.xxx Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of AcquirorAcquiror or XxxxxXxxxxxx.xxx Merger Sub, (B) split, combine or reclassify any Equity Securities of AcquirorAcquiror or XxxxxXxxxxxx.xxx Merger Sub, or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by the Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of AcquirorAcquiror or XxxxxXxxxxxx.xxx Merger Sub; (iii) make, change or revoke any material Tax election, adopt, change or revoke any accounting method with respect to Taxes, file or amend any Tax Return, prosecute, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to any amount of Taxes, enter into any closing agreementagreement with respect to any Tax, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes); (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) other than Acquiror Borrowings, incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, Additional Financing or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth thereintherein or (C) grant any options, warrants or other equity-based awards with respect to any Equity Securities of Acquiror not outstanding on the date hereof; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the CompanyXxxxxXxxxxxx.xxx or Xxxxxxxxxxxx.xxx, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities or from otherwise distributing or paying over any funds held by Acquiror outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, material Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.026.02, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except in the case of clause (ix) below which consent will be granted or withheld in the Company’s sole discretion), or as required by applicable Law (including Laws that are COVID-19 Measures), Acquiror shall notnot and shall not permit Pubco or the Merger Subs to: (i) change, amend, restate, supplement or otherwise modify or amend any of the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational Documents, the Pubco Organizational Documents or the organizational documents of the Merger Subs, provided that the Acquiror Organizational Documents may be amended to extend the deadline for Acquiror to complete a Business Combination contained therein without the consent of the Company; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, any of the Acquiror Parties; (B) split, combine or reclassify any Equity Securities of Acquiror, any of the Acquiror Parties; or (C) other than in connection with the Reorganization Merger or Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the TransactionsShareholder Redemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorany of the Acquiror Parties; (iii) make, change or revoke any material Tax election, adopt, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to TaxesTax liability, enter into any closing agreementagreement with respect to any Tax, file any Tax Return in a manner materially inconsistent with past practice or surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying for the Intended Income Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Pubco Equity Securities pursuant to Section 7.02, the Subscription Agreements or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) make enter into any material change Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission that is payable by the Company or any of its Affiliates, or by Acquiror or any of its Subsidiaries in accounting principles or methods of accounting, other than as may be required by GAAPconnection with the Transactions; or (ixx) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a6.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each of the Acquiror Parties shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which an Acquiror may be a Party is party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions)Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except in the case of clause (ix) below which consent will be granted or withheld in the Company’s sole discretion), or as required by applicable Law (including Laws that are COVID-19 Measures), Acquiror shall notnot and shall not permit the Merger Subs to: (i) change, amend, restate, supplement or otherwise modify or amend any of the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of the Merger Subs; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror, ; (B) split, combine or reclassify any Equity Securities of Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Organizational Documents in order to consummate the TransactionsRedemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror; (iii) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, settle or compromise any material Tax liability claim or any Action, audit or other similar proceeding related to TaxesTax liability, enter into any material closing agreementagreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying for the Intended Income Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance of Acquiror Class A Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof or issued pursuant and subject to and in compliance with the Contingent Rights, (y) issuance of Acquiror Warrants pursuant to the Transactions, Contingent Rights or (z) the issuance of PIPE Securities Acquiror Class A Common Stock (1) pursuant the Subscription Agreements, or (2) pursuant to Section 7.02, the Forward Purchase Agreement or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viiiix) make grant any material change consent or waiver to any Person pursuant to, or in accounting principles respect of the matters set forth in, Section 9.2(c) of the Certificate of Incorporation; (x) enter into any Contract with any broker, finder, investment banker or methods other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission that is payable by the Company or any of accountingits Affiliates, other than as may be required or by GAAPAcquiror or any of its Subsidiaries in connection with the Transactions; or (ixxi) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each of the Acquiror Parties shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which an Acquiror may be a Party is party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 6.12 or as contemplated by this Agreement, the Initial Business Commination Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed), or as required by applicable Law (including COVID-19 Measuresdenied), Acquiror shall notnot and shall not permit any of its Subsidiaries (excluding (other than for purposes of clauses (g) and (h) below), following the Study Closing, Study’s Subsidiaries) to: (ia) other than to adopt the Post-Initial Business Combination Charter, change, modify or amend the Trust Agreement, the Sponsor Agreement, Agreement or the Acquiror Organizational Documents; (iib) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the TransactionsTransactions (including the redemption of any shares of Acquiror Common Stock required by the Redemption Offer) and other than pursuant to the Initial Business Combination Agreement, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (ivc) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater)other than wholly-owned Subsidiaries; (vd) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liabilityLiability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than (x) issuance in the ordinary course of business consistent with past practice, (y) that otherwise do not require payment in an amount that exceeds, in the aggregate, the amount set forth on Schedule 6.12(d) or (z) that relates directly or indirectly to this Agreement or the Transactions (including any class action or derivative litigation) that do not require payment of damages in an amount that exceeds, in the aggregate, the amount set forth on Schedule 6.12(d); (e) (i) fail to timely file any material Tax Return required to be filed (after taking into account any extensions) by the applicable entity, prepare any material Tax Return on a basis inconsistent with past practice, or fail to timely pay any material Tax that is due and payable by the applicable entity, (ii) surrender any claim for a refund of a material amount of Taxes, (iii) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, (iv) make or change any material Tax election (other than in the ordinary course of business), (v) adopt or change any material Tax accounting method, (vi) file any material amendment to a material Tax Return (other than to carry back losses), (vii) enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, (viii) settle or compromise any claim or assessment by a Governmental Authority in respect of a material amount of Taxes, (ix) consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of Taxes, or (x) enter into any material Tax sharing or similar agreement (other than any agreement not primarily related to Taxes entered into in the ordinary course of business); (f) issue or agree to issue to any Person any Acquiror Common Stock or any Warrants exercisable for Acquiror Common Stock other than (i) in connection with the exercise of any warrants exercisable for Acquiror Warrants Common Stock which are outstanding on the Original Agreement Date, (yii) the TransactionsTransactions and the transactions contemplated by the Initial Business Combination Agreement (including, for the avoidance of doubt, the transactions contemplated by the PIPE Subscription Agreements), (iii) Acquiror Common Stock at a purchase price, equal to or greater than ten dollars ($10.00) per share (before calculating any transaction expenses, original issuance discounts or other similar premiums, charges and expenses that are customary for issuances of equity or equity-linked securities in connection with a private investment in a public company) or (ziv) the issuance any warrants exercisable for shares of PIPE Securities pursuant Acquiror Common Stock with an exercise price equal to Section 7.02, or greater than eleven dollars (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein$11.50); (viiig) accelerate any capital or operational expenditures or accelerate the payment of any accounts payable or defer the receipt of any accounts receivable, in each case to the extent that any such acceleration or deferral would materially prevent or delay satisfaction of the Available Closing Date Cash Condition (it being understood that such limitation shall not prevent the Acquiror or its Subsidiaries from making capital or operational expenditures or paying accounts payable other than in the manner described above); (h) make any material change in accounting principles advance, loan or methods other extensions of accounting, credit (other than as advances or extensions of credit to (x) customers or suppliers in the ordinary course of business or (y) directors, officers or employees of Study or its Subsidiaries, in each case that were committed to by Study or its Subsidiaries prior to the Study Closing) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or purchase or acquire the capital stock, Debt or other similar instruments issued by, any Person, in each case to the extent that any such item would prevent or delay satisfaction of the Available Closing Date Cash Condition; provided, that Acquiror and its Subsidiaries may take any action which would otherwise be required prohibited by GAAPthis clause (h) if the amount of such advance, loan, extension of credit, or the value of such purchase or acquisition, is added to the calculation of the Pro-Forma Available Cash on each subsequent date on which the Pro-Forma Available Cash is calculated; or (ixi) enter into any agreement, or otherwise become obligated, legally binding commitment with respect to do any action prohibited under this Section 7.02(a)of the foregoing. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which Acquiror may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror, First Merger Sub and Second Merger Sub shall, subject to Section 7.02, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, Section 6.03 of the Acquiror Schedules or as expressly contemplated by this Agreement (including or any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), Ancillary Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit First Merger Sub or Second Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, Articles of Association or the Acquiror Organizational Documentsorganizational documents of First Merger Sub or Second Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Class A Shares required by the Offer or as otherwise required by Acquiror Organizational Documents the Articles of Association in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax electionelection (other than elections made in the ordinary course of business that could not reasonably be expected to adversely affect the Company), adopt or change or revoke any material Tax accounting method or period (other than in the ordinary course of business if such adoption or change could not reasonably be expected to materially and adversely affect the Company or any of its Subsidiaries), file any amendment to a material Tax Return, enter into any closing (or similar) agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority relating to Taxesany material Taxes or settle, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of material Taxes, or enter into any material Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial Contract entered into in the ordinary course of business and not primarily related to Taxes), surrender any right to claim any refund of material Taxes, or take any action, or fail to take any action, which would reasonably be expected to prevent or impede the Domestication or the Mergers from qualifying for the Intended Tax Treatment; (iv) other than as set forth on Section 6.03(a)(iv) of the Acquiror Schedules, enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate Agreement), provided, however, that Acquiror may enter into an Acquiror Affiliate Agreement with an Affiliate of Acquiror Sponsor to fund working capital (including, for the avoidance of doubt, (Aincluding Transaction Expenses) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater)extensions; (v) waiveenter into, releaseor amend or modify any material term of (in a manner adverse to Acquiror, compromiseFirst Merger Sub or Second Merger Sub (including the Company)), settle terminate (excluding any expiration in accordance with its terms), or satisfy waive or release any pending material rights, claims or threatened material claim (which shall include, but not be limited tobenefits under, any pending Contract of a type required to be listed on Section 4.15(a) of the Acquiror Schedules (or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; providedContract, that this if existing on the date hereof, would have been required to be listed on Section 7.02(a)(v4.15(a) will not apply with respect of the Acquiror Schedules) to any Transaction Litigationwhich Acquiror, First Merger Sub or Second Merger Sub is a party or by which it is bound; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness Indebtedness, provided, that this nothing in this Section 6.03 shall prevent Acquiror from borrowing funds, including for the avoidance of doubt from Sponsor, necessary to finance working capital needs (including to pay expenses incurred in connection with the consummation of the Transactions or guarantee this Agreement (including any Indebtedness of another Person, issue or sell expenses arising from any debt securities or warrants or other rights to acquire Extension)) and any debt securities of another Personordinary course operating expenses; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror, First Merger Sub or Second Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x1) issuance of Acquiror Common Stock in connection with the exercise of any Existing Acquiror Warrants outstanding on the Original Agreement Datedate hereof, (y2) the Transactions or (3) entry into a private placement of Acquiror Common Stock or other securities of Acquiror, such placement to be consummated prior to or substantially concurrent with the consummation of the Transactions, or (z) including the issuance of PIPE Securities pursuant to Section 7.02Private Placement, or (B) amend, modify or waive any of the terms or rights set forth in, any Existing Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror, First Merger Sub or Second Merger Sub (other than the transactions contemplated by this Agreement); (ix) make any material loans, advances or capital contributions to or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; or (ixxi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)6.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause both First Merger Sub and Second Merger Sub to comply with, and continue performing under, as applicable, material the Articles of Association, the Trust Agreement and all other agreements or Contracts to which Acquiror Acquiror, First Merger Sub or Second Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), or as required by applicable Law (including COVID-19 Measures), each of Acquiror and Merger Sub shall not, and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the memorandum of association or the articles of association of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (B) split, combine or reclassify any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; or (C) other than in connection with the Acquiror Stockholder Redemption Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquirorcapital stock of, or other equity interests in, Acquiror or Merger Sub; (iii) make, make or change or revoke any material Tax electionelection or adopt or change any material Tax accounting method, change file any amendment to any income Tax Return or revoke other material Tax Return, enter into any accounting method agreement with a Governmental Authority with respect to Taxes, settle or compromise any Tax liability claim or any Action, audit or other similar proceeding related to assessment in respect of material Taxes, enter into consent to any closing agreement, surrender extension or waiver of the statutory period of limitations applicable to any right to claim or assessment in respect of a refund material amount of Taxes, or enter into any Tax sharing or similar agreement, file in each case if such election, change, amendment, agreement, settlement, consent or other action could, individually or in the aggregate, have the effect of materially increasing the present or future Tax liability or materially decreasing any amended material present or future Tax Returnasset of Acquiror, the Company, the Surviving Company or consent to any extension or waiver of their respective Affiliates and Subsidiaries after the limitations period applicable to any Tax claim or assessmentClosing; (iv) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; (v) other than in connection with any PIPE Investment, enter into, renew or amend in any material respect, respect any transaction or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (Ax) the Sponsor and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5% %) or greater); (vvi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than such material liabilities, debts or obligations as are (A) expressly contemplated by this Agreement, including those incurred or arising under the Contracts set forth on Schedule 5.07 or Schedule 5.09(d), or (B) incurred in support of the Transactions; (ix) other than in connection with any PIPE Investment or as may be contemplated by Section 8.08, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (y) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementAcquiror Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ixx) enter into any agreementexcept as required by Law, or otherwise become obligated, to do take any action prohibited under this Section 7.02(a)that would reasonably be expected to materially impair, materially delay or prevent the Transactions. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, each of Acquiror and Merger Sub shall, and shall use cause its commercially reasonable efforts to Subsidiaries to, comply with, with and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the organizational documents of Merger Sub and all other agreements or Contracts to which Acquiror Acquiror, Merger Sub or their respective Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to including, for the capitalization avoidance for doubt, the execution and delivery of Acquiror as may reasonably be required to effect the Subscription Agreements and consummate performance of the Transactions), Acquiror’s obligations thereunder) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and each shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of First Merger Sub or Second Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (iv) take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; (v) other than as set forth on Schedule 7.03, enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (vvi) enter into, or amend or modify any material term of (in a manner adverse to the Acquiror or any of its Subsidiaries (including the Company and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.16(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which the Acquiror or its Subsidiaries is a party or by which it is bound; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (viviii) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants or Acquiror Private Placement Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant, any Acquiror Private Placement Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement; (viiix) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Acquiror or its Subsidiaries (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of business outside of the business currently conducted by the Acquiror and its Subsidiaries as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and its Subsidiaries and their assets and properties; or (ixxvi) enter into any agreement, or otherwise become obligated, agreement to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any shares of Acquiror Stockholder Redemption Common Stock required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, revoke or change or revoke any material Tax election, adopt or change or revoke any material Tax accounting method or period, file any material Tax Return in a manner inconsistent with past practices in any material respect, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any Tax liability or any Actionexamination, audit or other similar proceeding related Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the statutory period of limitations period applicable to any Tax claim or assessmentassessment in respect of material Taxes, incur any material liability for Taxes outside the ordinary course of business, or enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes); (iv) other than as set forth on Schedule 7.03(a)(iv), enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greaterAgreement); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigationpast practice; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (xi) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (yii) the Transactions, or transactions contemplated by this Agreement (zincluding the transactions contemplated by the Subscription Agreements) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant, including any amendment, modification or reduction of the warrant price set forth therein; (viii) adopt or amend any Benefit Plan, or enter into any employment contract or collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement; (ix) acquire (including by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of) any Person or division thereof; (x) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Acquiror or Merger Sub (other than the transactions contemplated by this Agreement); (xi) make any material capital expenditures; (xii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xiii) enter into any new line of busines outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Agreement; (xiv) make any change in financial accounting methods, principles or methods of accountingpractices, other than except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Acquiror and Merger Sub and their assets and properties; or (ixxvi) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 8.03 of the Acquiror Disclosure Letter, as contemplated required by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions), by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of as (i), (ii), (iv), (vi) and (vii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), Acquiror shall not, and shall cause each of its Subsidiaries not to: (i) change, modify modify, supplement, restate or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of First Merger Sub or Second Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, adopt or change (or revoke request any Governmental Authority to change) any material accounting method or accounting period with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to claim for a refund of a material amount of Taxes, enter into any closing agreementagreement or other binding written agreement with respect to any material Tax, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessmentassessment (other than pursuant to an extension of time to file any Tax Return obtained in the ordinary course of business), file any Tax Return other than one prepared in a manner consistent in all material respects with past practice, or enter into any Tax sharing or Tax indemnification agreement or similar agreement (excluding commercial Contracts not primarily relating to Taxes), in each case, to the extent such action could reasonably be expected to have an adverse impact on Acquiror, the Company or any of its Subsidiaries; (iv) enter into, renew renew, modify, supplement or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, the Sponsor, and, where applicable, (Ax) anyone related by blood, marriage or adoption to the Sponsor and or (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) Action or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, date hereof or (y) the Transactions, or (z) the issuance of PIPE Securities pursuant Acquiror Common Stock at not less than $10 per share and issuance of up to Section 7.022,500,000 Acquiror Warrants at an exercise price per share of not less than $11.50 per share, in each case on the terms set forth in the Subscription Agreements and the HEC Forward Purchase Agreement, as applicable, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ixviii) enter into any agreement, or otherwise become obligated, to do take any action prohibited under this Section 7.02(a)8.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts Subsidiaries to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 9.03 or as contemplated by this Agreement (including any changes relating to the capitalization of Acquiror Agreement, as may reasonably be required to effect and consummate the Transactions)by Law, or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed), or as required by applicable Law (including COVID-19 Measuresdenied), Acquiror shall notnot and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of of, any outstanding Equity Securities of capital stock of, or other equity interests in, Acquiror, ; (B) split, combine subdivide, combine, consolidate, convert or reclassify any Equity Securities of capital stock of, or other equity interests in, Acquiror, ; or (C) other than in connection with the Acquiror Stockholder Redemption or as otherwise required by the Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) make, change or revoke any material Tax election, adopt or change or revoke any material accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessmentassessment or enter into any Tax sharing or Tax indemnification agreement (except, in each case, for such agreements that are commercial contracts not primarily relating to Taxes) or similar agreement or take any similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of the Company or any its Subsidiaries in a manner that will disproportionately affect the Company’s members (as compared to the Acquiror’s stockholders) after the Closing; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (Ax) the Sponsor or anyone related by blood, marriage or adoption to the Sponsor, and (By) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5% %) or greater), other than any transaction or Contract pursuant to which the Sponsor or any of its Affiliates provides debt financing to Acquiror; provided, that in no event shall (i) any such debt financing contemplated by this Section 9.03(a)(iv) be convertible or converted into equity of Acquiror and (ii) the aggregate amount of any such debt financing exceed $1,500,000 without the prior written consent of the Company; (v) waive, release, compromise, settle (or make any settlement or similar offer) or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle (or make any settlement or binding offer to compromise or settle) any liability, in each case other than compromises except where such waivers, releases, compromises, settlements or settlements satisfactions involve only payment of monetary damages in an aggregate amount not greater less than $250,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation250,000 in the aggregate; (vi) incur incur, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than (A) Indebtedness for borrowed money or guarantee incurred between Acquiror and Merger Sub or (B) debt financing provided by Sponsor or any of its Affiliates to Acquiror; provided, that in no event shall (i) any Indebtedness or guarantee any financing contemplated in clause (A) or (B) be convertible or converted into equity of Acquiror and (ii) the aggregate amount of Indebtedness and financing contemplated in clauses (A) and (B) exceed $1,500,000 without the prior written consent of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person;the Company; or (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Acquiror or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Datedate hereof, or (y) issuance of the Transactions, Notes pursuant to the Note Subscription Agreements or (z) the issuance of PIPE Securities pursuant to Section 7.02shares of Acquiror Common Stock upon the conversion of the Notes in accordance with the Note Subscription Agreements and the Indenture, or (B) amend, modify or waive any of the terms or rights set forth in, in any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ix) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use cause its commercially reasonable efforts to Subsidiaries to, comply with, and continue performing underperforming, as applicable, material Contracts to which its and their respective obligations under the Acquiror may be a partyOrganizational Documents, the Trust Agreement and the Transaction Agreements.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, Acquiror and Merger Sub shall, subject to Section 7.11, carry on their business in the ordinary course of business and in accordance with applicable Law. During the Interim Period, except as set forth on Schedule 7.02, 7.03 or as expressly contemplated by this Agreement (including as contemplated by any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the Transactions), Pre-Closing Financing) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures)Law, Acquiror shall notnot and each shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Acquiror Organizational Documents or the organizational documents of Merger Sub; provided however; notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or restrict the Acquiror Organizational Documentsfrom carrying out the Extension, and no consent of any other party shall be required in connection therewith; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of Acquiror, capital stock or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of Acquiror, its capital stock or other equity interests; or (C) other than in connection with the redemption of any Acquiror Stockholder Redemption Public Shares required by the Offer or as otherwise required by Acquiror Acquiror’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby or the Extension, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, Acquiror; (iii) makeother than as set forth on Schedule 7.03(a)(iv), change or revoke any material Tax election, change or revoke any accounting method with respect to Taxes, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (iv) enter into, renew or amend in any material respect, any transaction Acquiror Affiliate Agreement (or any Contract, that if existing on the date hereof, would have constitute an Acquiror Affiliate Agreement); (iv) enter into, or amend or modify any material term of (in a manner adverse to Acquiror or Merger Sub (including the Company)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on Schedule 5.15(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule 5.15(a)) or any collective bargaining or similar agreement (including agreements with an Affiliate of works councils and trade unions and side letters) to which Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in or Merger Sub is a party or by which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater)it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened ActionAction relating to this Agreement or otherwise) or compromise or settle any material liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000; provided, that this Section 7.02(a)(v) will not apply the ordinary course of business consistent with respect to any Transaction Litigationpast practice; (vi) incur incur, create, assume, refinance, guarantee or assume otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another PersonIndebtedness; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities capital stock of, or other equity interests in, Acquiror or Merger Sub or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests (other than (x) issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (ydate hereof) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreementWarrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) adopt or materially amend any Benefit Plan, or enter into any employment Contract with any employee providing for an annual base salary in excess of $200,000 or any collective bargaining agreement other than the Acquiror Equity Incentive Plan or as otherwise contemplated by this Agreement, (B) hire any employee or any other individual to provide services to Acquiror or its Subsidiaries (other than the Company) following Closing, (C) make or grant any material change severance, bonus, including any change-in-control, retention, transaction, or similar compensation or benefits, or any increase in accounting principles base salary or methods wages to any director, executive, or other current or former employee or service provider (other than (i) increases in base salary or wages for in connection with any annual compensation review other than in the ordinary course of accountingbusiness (provided that such increases shall not exceed 3% in the aggregate or 5% for any individual with annual compensation)), (ii) payment of annual cash bonuses in respect of calendar year 2022 in the ordinary course of business and consistent with terms of the applicable Company Benefit Plan and (iii) payment of severance benefits to terminated employees whose annual compensation does not exceed (and is not reasonably expected to exceed) $200,000 in the ordinary course of business, or (D) take any action to accelerate the vesting of, or payment of, any compensation or benefit to any current or former employee or other service provider under any Company Benefit Plan, other than in the ordinary course of business; (ix) (A) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Acquiror or the Merger Sub (other than the transactions contemplated by this Agreement); (x) make any capital expenditures; (xi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (xii) enter into any new line of business outside of the business currently conducted by Xxxxxxxx and the Merger Sub as of the date of this Agreement; (xiii) make any change in financial accounting methods, principles or practices, except insofar as may be have been required by GAAPa change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xiv) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to Acquiror and Merger Sub and their assets and properties; or (ixxv) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.03. (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of Acquiror and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, Acquiror from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall, and shall use its commercially reasonable efforts cause Merger Sub to comply with, and continue performing under, as applicable, material the Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party.

Conduct of Acquiror During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.027.02(a), as contemplated required by this Agreement or the Transaction Agreements (including any changes relating to the capitalization of Acquiror as may reasonably be required to effect and consummate the TransactionsSubscription Agreements), as consented to by the Company Blade in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall notnot and shall not permit Merger Sub to: (i) change, modify or amend the Trust Agreement, the Sponsor Agreement, the Acquiror Organizational DocumentsDocuments or the Organizational Documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of AcquirorAcquiror or Merger Sub, (B) split, combine or reclassify any Equity Securities of Acquiror, Acquiror or Merger Sub or (C) other than as required in connection with the Acquiror Stockholder Shareholder Redemption or as otherwise required by the Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of AcquirorAcquiror or Merger Sub; (iii) other than in the ordinary course of business, (A) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, (B) adopt, change or revoke any accounting method with respect to material Taxes, (C) file or amend any material Tax Return in a manner inconsistent with past practice, (D) prosecute, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to any material amount of Taxes, (E) enter into any closing agreementagreement with respect to any material Tax, (F) surrender any right to claim a refund of material Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or (G) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or (H) enter into any material Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (x) any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes and (y) agreements solely among the Acquiror Parties), in each case with respect to each item in this clause (iii), to the extent such action would have a material and adverse impact on Acquiror or Blade or any of its Subsidiaries; (iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater) other than loans made by the Sponsor or its Affiliate to the Acquiror for working capital purposes to the extent permitted by Section 7.02(a)(vi); (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $250,000500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than any Indebtedness for borrowed money or guarantee provided to Acquiror by Sponsor or its Affiliate and necessary to finance Acquiror’s ordinary course administrative costs and expenses and expenses incurred in support of the consummation of the Merger and the other Transactions (including the PIPE Investment), up to an aggregate amount not to exceed $1,000,000; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities (other than (x) issuance up to $1.5 million in warrants of Acquiror Common Stock (in connection form and substance identical to the Acquiror Private Warrants) issued upon conversion of working capital loans in accordance with the exercise of any Acquiror Warrants outstanding on the Original Agreement Date, (yIPO Prospectus) the Transactions, or (z) the issuance of PIPE Securities pursuant to Section 7.02, or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or otherwise acquire any securities or material assets from any third party or (B) enter into any strategic joint ventures, partnerships or alliances with any other Person or make any loan or advance or investment in any third party or initiate the start- up of any new business, non-wholly owned Subsidiary or joint venture; (ix) liquidate, dissolve, reorganize or otherwise wind up the business and operations of Acquiror or Merger Sub; (x) hire any employee or adopt or enter into any employee benefit plan; (xi) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or (ixxii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a7.01(a). (b) Notwithstanding anything in this Section 7.02 7.01(a) or this Agreement to the contrary, (i) nothing shall give the CompanyBlade, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing. (c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, their respective Organizational Documents, the Trust Agreement, and all other material Contracts to which Acquiror or its Subsidiaries may be a party. (d) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall instruct its financial advisors to, keep Blade and its advisors reasonably informed with respect to the Conversion and the PIPE Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, Blade or its advisors with respect to such matters.