Common use of Conduct of Business by Parent, First Merger Sub and Second Merger Sub Clause in Contracts

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Period, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirements. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Authority or stock exchange requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B Conversion, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement); (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactions, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000); (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by GAAP or applicable Law, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity); (iv) file any amended Tax Return; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Law) with any Governmental Entity; (j) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a whole; (m) enter into any new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (p) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.2(a) through (o) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company (or after the Reorganization, Newco) shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirements. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirements, without the prior written consent of the Company (such consent not to be unreasonably withheldor after the Reorganization, conditioned or delayedNewco), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as the issuance of Parent Class A Common Stock pursuant to the terms set forth in the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B Conversion, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Charter Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)2,000,000; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses Proceeding material to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary courseParent; (h) except as required by GAAP (or any interpretation thereof) or applicable Law, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any material Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iv) file any material amended Tax Return; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Law) with any Governmental Entity; (j) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeProceeding; (m) enter into any new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners partners, stockholders or stockholdersother Affiliates, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section Schedule 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documentsexisting on the date of this Agreement; or (p) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (o) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent Ordinary Course of Business and in accordance with past practiceApplicable Legal Requirements, except (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayed), conditioned) or (b) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement Forward Purchase Transaction) or Section Schedule 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirementsLetter. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirementsApplicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in connection with the Subscription Agreements, the Founder Holder Agreement Forward Purchase Transaction or as contemplated by the Founder Holder Crescent’s right to purchase additional shares of Parent Class B ConversionA Stock pursuant to Section 7.20, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Governing Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; provided, however, that Parent shall be permitted to incur Indebtedness from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)Closing; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by U.S. GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any material Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iiiii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iviii) file any material amended Tax Return; (viv) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (viv) knowingly surrender any claim for a refund of Taxes; or (viivi) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental EntityEntity or (vii) make, change or revoke any material Tax election; (i) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (j) except in the Ordinary Course of Business, create any material Liens on any material property or material assets of Parent, First Merger Sub or Second Merger SubSub in connection with any Indebtedness thereof (other than Permitted Liens); (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeSub or their respective properties or assets; (m) enter into engage in any material new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (po) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (on) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company Stockholder Representative shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirements. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirementsApplicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Stockholder Representative, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in connection with the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B ConversionPIPE Investment, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Charter Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)Closing; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change make or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any material Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iv) file any material amended Tax Return; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental Entity; (ji) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (kj) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (lk) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeProceeding; (ml) enter into engage in any material new line of business; (nm) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (pn) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (om) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), ) or as contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirements. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B Conversion, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Charter Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement); (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)200,000; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses Proceeding material to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary courseParent; (h) except as required by GAAP or applicable Law, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity); (iv) file any amended Tax Return; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Law) with any Governmental Entity; (j) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a whole; (m) enter into any new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance DocumentsLetter; or (p) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (o) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent Ordinary Course of Business and in accordance with past practiceApplicable Legal Requirements, except (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayed), conditioned) or (b) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement Forward Purchase Transaction) or Section Schedule 6.2 of the Parent Disclosure Letter Letter. Notwithstanding anything to the contrary in this Section 6.2, nothing in this Agreement shall prohibit or as restrict Parent from extending one or more times, in accordance with Parent Organizational Documents, the deadline by which it must complete its Parent Business Combination (an “Extension”), and no consent of any other Party shall be required by applicable Lawin connection therewith, Governmental Entity or stock exchange requirementsincluding incurring any expenses in connection therewith (including any additional amounts paid to the Trust Account in connection with such Extension). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirementsApplicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in connection with the Forward Purchase Transaction, Subscription Agreements, the Founder Holder Agreement Agreements or as contemplated by the Founder Holder Crescent’s right to purchase additional shares of Parent Class B ConversionA Stock pursuant to Section 7.17, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Governing Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; provided, however, that Parent shall be permitted to incur Indebtedness from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)Closing; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by U.S. GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any material Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iiiii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iviii) file any material amended Tax Return; (viv) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (viv) knowingly surrender any claim for a refund of Taxes; or (viivi) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental EntityEntity or (vii) make, change or revoke any material Tax election; (i) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (j) except in the Ordinary Course of Business, create any material Liens on any material property or material assets of Parent, First Merger Sub or Second Merger SubSub in connection with any Indebtedness thereof (other than Permitted Liens); (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeSub or their respective properties or assets; (m) enter into engage in any new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (po) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (on) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company Stockholder Representative shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirements. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirementsApplicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Stockholder Representative, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in connection with the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B ConversionPIPE Investment, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Charter Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement conditioncondition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)Closing; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by U.S. GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind revoke any income or other material Tax election (other than in the ordinary course for a newly formed entity) election, (ii) settle or compromise any material Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iv) file any material amended Tax Return; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental Entity; (i) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (j) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeProceeding; (m) enter into engage in any material new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (po) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (on) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to to: (a) the extent that the Company Seller shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned ); or delayed), (b) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment), the Founder Holder Agreement, the Repurchase Agreement ) or Section Schedule 6.2 of the Parent Disclosure Letter or as required by applicable Law, Governmental Entity or stock exchange requirementsLetter. Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Governmental Authority or stock exchange requirementsApplicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Seller, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall not, and shall cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter Documents, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in connection with the Subscription Agreements, the Founder Holder Agreement or as contemplated by the Founder Holder Class B ConversionPIPE Investment, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend or otherwise change or modify any of its Governance Governing Documents (other than as contemplated by the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28), or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) (i) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, ; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice; provided, however, that Parent shall be permitted to incur Indebtedness from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s length a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)Closing; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by U.S. GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) (ii) settle or compromise any Tax claim, Legal Proceeding, investigation, audit or controversy with a Governmental Entity relating to Taxes; (iiiii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iviii) file any material amended Tax Return; (viv) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (viv) knowingly surrender any claim for a refund of Taxes; or (viivi) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental Entity; or (vii) make, change or revoke any material Tax election; (i) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (j) create any material Liens on any material property or material assets of Parent, First Merger Sub or Second Merger Sub; (k) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (l) commence, settle or compromise any Legal Proceeding that would reasonably be expected to be material to Parent, First Merger Sub or Second Merger Sub, taken as a wholeSub or their respective properties or assets; (m) enter into engage in any material new line of business; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (o) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o) of the Parent Disclosure Letter or as required pursuant to their respective Governance Documents; or (po) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.2(a) through (on) above.

Conduct of Business by Parent, First Merger Sub and Second Merger Sub. During the Interim Periodperiod from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shallwill, and shall will cause its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, except to the extent that the Company shall will otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement (including as contemplated by the PIPE InvestmentSubscription Agreements or the Xxxxxxx Subscription Agreement), the Founder Holder Agreement, the Repurchase Agreement or Section 6.2 of the Parent Disclosure Letter or as required by applicable Law, Applicable Legal Requirements (including (x) as may be requested or compelled by any Governmental Entity or stock exchange requirementsand (y) COVID-19 Measures). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement, the Transaction Agreements (including as contemplated by the PIPE Investment) or Section 6.2 of the Parent Disclosure Letter Agreement or as required by applicable Law, Applicable Legal Requirements (including (x) as may be requested or compelled by any Governmental Authority or stock exchange requirementsEntity and (y) COVID-19 Measures), without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall will not, and shall will cause its Subsidiaries not to, do any of the following: (a) declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization, other than the Founder Holder Class B Conversion; (b) other than in connection with the Parent Stockholder Redemption, the Repurchase or as otherwise required by Parent’s Charter DocumentsSponsor Support Agreement, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) other than as set forth in the PIPE Subscription Agreements, the Founder Holder Xxxxxxx Subscription Agreement or any agreements with Parent’s public stockholders to not redeem Parent Class A Stock that may be entered into, or as contemplated by in the Founder Holder Class B ConversionTransaction Agreements, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) except as contemplated by this Agreement, amend or otherwise change modify its Charter Documents, or modify any of its Governance Documents (other than as contemplated by authorize or propose the Founder Holder Agreement or as may be needed to resolve the Warrant Accounting Issue in accordance with Section 7.28)same, or form or establish any Subsidiary (other than First Merger Sub and Second Merger Sub pursuant to this Agreement)Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness (i) grant, issue, sell or guarantee any such Indebtedness of another Person otherwise dispose, or Personsauthorize or propose to grant, issue issue, sell or sell otherwise dispose, any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent or guarantee any debt securities of another Person; (ii) incur any Indebtedness or guarantee any Indebtedness of another Person; (iii) make any loans or advances to any other Person, other than immaterial loans and advances to employees consistent with past practice; (iv) cancel or forgive any Indebtedness owed to Parent; or (v) make, as applicableincur or commit to make or incur any capital expenditures, enter into any “keep well” or other agreement to maintain any financial statement condition, in each case, except than in the ordinary course of business consistent with past practicebusiness; provided, however, that Parent shall will be permitted to incur Indebtedness (which will constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements or ordinary course administrative costs and expenses and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transactionsrequirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on arm’s a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing and in any event in an aggregate amount not to exceed five hundred thousand dollars ($500,000)300,000; (g) release, assign, compromise, settle or agree to settle any Legal Proceeding, other than responses to requests from the Financial Industry Regulatory Authority or other similar regulatory bodies in the ordinary course; (h) except as required by GAAP (or applicable Lawany interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) (i) make, change or rescind any income or other material Tax election (other than in the ordinary course for a newly formed entity) election; (ii) settle or compromise any claim, Legal Proceeding, investigation, audit material Tax liability or controversy with claim or assessment for a Governmental Entity relating to material amount of Taxes; (iii) change (or request to change) any method of accounting for Tax purposes (other than in the ordinary course for a newly formed entity)purposes; (iv) file an amendment to any amended Tax ReturnReturn or file any material Tax Return in a manner inconsistent with past practice; (v) consent to, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes of Parent (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender or allow to expire any right to claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar LawLegal Requirement) with any Governmental Entity; (viii) take any action (or knowingly fail to take any action) that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; or (ix) incur any liability for material Taxes other than in the ordinary course of business; (ji) create any material Liens on any material property or assets of Parent, First Merger Sub or Second Merger Sub; (kj) liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent, First Merger Sub or Second Merger Sub; (lk) commencerelease, assign, compromise, settle or compromise agree to settle any pending or threatened Legal Proceeding to the extent such settlement (i) includes (A) any agreement or undertaking by Parent to accept or concede any injunctive relief, or (B) any financial obligation of Parent that will not extinguished in its entirety prior to the Closing, (ii) involves any Legal Proceeding that would reasonably be expected brought by a Governmental Entity or alleged criminal wrongdoing, or (iii) relates to be material to the Transactions or matters described in the Merger Materials and does not provide for a general and complete release of all claims against Parent, First Merger Sub its Affiliates and any other Person to which Parent owes any obligation to indemnify, reimburse, or Second Merger Sub, taken as a wholeotherwise make-whole (including obligations to advance funds to cover such obligations) in connection with such Legal Proceeding; (m) enter into any new line of business; (nl) amend the Trust Agreement or any other agreement related to the Trust Account; (om) pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners or stockholders, other than payments or distributions relating to obligations in respect of armsarm’s-length commercial transactions pursuant to the agreements or commitments (or proposed agreements or commitments to be entered into prior to the Closing) publicly available in the Company’s filings on the SEC’s website through XXXXX, as set forth on Section 6.2(o6.02(m) of the Parent Disclosure Letter or as required pursuant to their respective Governance DocumentsLetter; or (pn) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.2(a6.02(a) through (om) above.