Common use of Conduct of Business by SPAC Clause in Contracts

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to conduct its business in the ordinary course. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and as required by applicable Law, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed): (a) amend or otherwise change the SPAC Organizational Documents or form any subsidiary of SPAC; (b) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Class A Common Stock, Class B Common Stock, Class F Common Stock or SPAC Warrants except for redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (d) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension Amount; (e) acquire (including, by merger, consolidation, acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization, or enter into any strategic joint ventures, partnerships or alliances with any other person; (f) incur any indebtedness for borrowed money 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 SPAC, except in connection with the Extension Amount; (g) 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 material 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, in each case, except in the ordinary course of business; (h) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (A) make any material Tax election (except in the ordinary course of business) or change or revoke any material Tax election, (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (D) settle or compromise any material Tax Claim; (j) liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC; (k) amend the Trust Agreement or any other agreement related to the Trust Account; (l) hire or otherwise enter into any employment or consulting agreement or arrangement with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in the aggregate; or (n) enter into any agreement or otherwise make a binding commitment to do any of the foregoing.

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Closing, unless SPAC shall carry on in the ordinary course of business, except: (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), ; (b) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; or (c) as required or expressly permitted by this Agreement or the SPAC shall use reasonable best efforts to conduct its business in Disclosure Letter. Without limiting the ordinary course. By way generality of amplification and not limitationthe foregoing, except as required or expressly contemplated permitted by any other provision the terms of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and Letter, or as required by applicable LawApplicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following 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, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any capital stock or warrants or split, combine or reclassify any capital stock or warrants, 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 similar change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC except in connection with the SPAC Stockholder Redemptions; (c) except in connection with Permitted SPAC Working Capital Loans, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for redemptions from 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 or subscriptions, rights, warrants or options, or modify the Trust Fund that are required pursuant rights, preferences or other terms applicable to the SPAC Organizational Documentsany such shares of capital stock or equity securities or convertible or exchangeable securities or subscriptions, rights, warrants or options; (d) issue, sell, pledge, dispose of, grant amend its Organizational Documents or encumber, form or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, establish any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSubsidiary; (e) (i) merge, consolidate or combine with any other Person; or (ii) acquire or agree to acquire (includingby merging or consolidating with, purchasing any equity interest in or purchasing a substantial portion of the assets of, or by merger, consolidation, acquisition of stock or assets or any other manner) any business combination) or any corporation, partnership, association or other business organization, organization or enter into any strategic joint ventures, partnerships or alliances with any other persondivision thereof; (fi) incur any indebtedness for borrowed money 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 SPAC, except in connection with the Extension AmountPermitted SPAC Working Capital Loans, incur any Indebtedness; (ii) create any material Liens on any material property or assets of SPAC in connection with any Indebtedness thereof (other than Permitted Liens); (iii) cancel or forgive any Indebtedness owed to SPAC; or (iv) make, incur or commit to make or incur any capital expenditures; (g) make other than any loansTransaction Litigation, advances commence, release, assign, compromise, settle or capital contributions toagree to settle any Legal Proceeding; (h) except as required by GAAP (or any interpretation thereof), Applicable Law, or investments in, any other person (including to any of its officers, directors, agents or consultants)SEC Guidance, make any material change in its existing borrowing accounting methods, principles 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, in each case, practices; (i) except in the ordinary course of business; (h) make any change in any method of financial accounting business or financial accounting principles, policies, procedures or practices, except as otherwise required by GAAP Applicable Law: (i) make, change or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (A) make rescind any material Tax election election; (except in ii) settle or compromise any Tax claim outside the ordinary course of business; (iii) change (or change or revoke request to change) any method of accounting for Tax purposes; (iv) file any material Tax election, (B) change any material method of Tax accounting, (C) amend any material amended Tax Return; (v) 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 material refund, offset or other reduction in Taxes; or (Dvii) settle knowingly take any action or compromise knowingly fail to take any material action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax ClaimTreatment; (j) (i) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or (ii) liquidate, dissolve, reorganize or otherwise wind wind-up the business and or operations of SPAC; (k) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, or waive any provision or fail to enforce any provision with any agreement with, any of its officers, directors, employees, partners, stockholders or other Affiliates; (l) engage in any material new line of business; (m) amend the Warrant Agreement or any warrant certificate evidencing any SPAC Warrant; (n) amend the Trust Agreement or any other agreement related to the Trust Account; (l) hire or otherwise enter into any employment or consulting agreement or arrangement with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in the aggregate; or (no) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 7.2(a) through (n) above.

Conduct of Business by SPAC. (a) Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and except as required by applicable Law (including COVID-19 Measuresas may be requested or compelled by any Governmental Authority), SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the ClosingCompany Amalgamation Effective Time, unless the Company shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the businesses of SPAC and AmalCo shall use reasonable best efforts to conduct its business be conducted in the ordinary courseOrdinary Course. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and as required by applicable LawLaw (including as may be requested or compelled by any Governmental Authority), SPAC shall not, and SPAC shall cause AmalCo not to, between the date of this Agreement and the Closing Date Company Amalgamation Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company (such Company, which consent shall not to be unreasonably withheld, conditioned delayed or delayed):conditioned: (ai) amend or otherwise change the SPAC Organizational Documents or form any subsidiary of SPACthe AmalCo Organizational Documents; (bii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of SPAC or AmalCo, except as required by the SPAC Organizational Documents; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stockEquity Interests, other than redemptions from the funds in the Trust Fund Account that are required pursuant to the SPAC Organizational Documents; (civ) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Class A Common Stockany of its Equity Interests or any Equity Interests in AmalCo, Class B Common Stock, Class F Common Stock or SPAC Warrants except for redemptions from the funds in the Trust Fund that are required pursuant to Account and the SPAC Organizational DocumentsClass B Conversion; (dv) form any Subsidiary or acquire any Equity Interest or other interest in any other entity or enter into a joint venture with any other entity; (vi) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock Equity Interests or other securities of SPACSPAC or AmalCo, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, Equity Interests or any other ownership interest (including including, without limitation, any phantom interest), of SPACSPAC or AmalCo, except in connection with the Extension AmountClass B Conversion or in connection with a loan from the Sponsor or an Affiliate thereof or certain of SPAC’s officers and directors to finance the SPAC Transaction Expenses; (evii) (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization, organization or any division thereof or enter into any strategic joint ventures, partnerships or alliances with any other personPerson, or (B) merge, consolidate, combine or amalgamate with any Person or authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution or winding-up, except as required by the SPAC Organizational Documents; (fviii) incur any indebtedness for borrowed money Indebtedness or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any such indebtedness of another person Person or personsPersons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACSPAC or AmalCo, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such personsas applicable, or enter into any “keep well” or similar other agreement to maintain any financial statement condition or enter into any arrangement having the financial condition economic effect of any other personof the foregoing, in each case, except in a loan from the ordinary course Sponsor or an Affiliate thereof or certain of businessSPAC’s officers and directors to finance the SPAC Transaction Expenses; (hix) merge, consolidate, combine or amalgamate with any Person; (x) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (xi) other than in the Ordinary Course, (A) make amend any material Tax election (except in Return that would have the ordinary course effect of business) materially increasing the Tax liability or change materially reducing any Tax asset of SPAC or revoke any material Tax electionAmalCo, (B) change any material method of Tax accounting, (C) amend make, change or rescind any material Tax Returnelection relating to Taxes, or (D) settle or compromise any material Tax Claimaudit, assessment, Tax claim or other controversy relating to Taxes; (j) liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC; (kxii) amend the Trust Agreement or any other agreement related to the Trust Account; (lxiii) other than in the Ordinary Course, (A) amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any SPAC Material Contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of SPAC’s material rights thereunder, or (B) enter into any Contract that would have been a SPAC Material Contract had it been entered into prior to the date of this Agreement; (xiv) hire or otherwise engage any employee, consultant or independent contractor (other than consultants and advisors engaged in the Ordinary Course), or adopt enter into or incur any employment or consulting agreement or arrangement liability with respect to any other personEmployee Benefit Plans; (mxv) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 500,000 in the aggregate; (xvi) other than in the Ordinary Course or in a form consistent with SPAC’s public filings with the SEC, enter into any indemnification agreements with the directors and officers of SPAC; or (nxvii) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing. Nothing herein shall require SPAC to obtain consent from the Company to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 5.02 shall give to the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of SPAC prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Closing, unless SPAC shall carry on in the Ordinary Course of Business, except: (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), ; (b) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; or (c) as required or expressly permitted by this Agreement or the SPAC shall use reasonable best efforts to conduct its business in Disclosure Letter. Without limiting the ordinary course. By way generality of amplification and not limitationthe foregoing, except as required or expressly contemplated permitted by any other provision the terms of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and Letter, or as required by applicable LawApplicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following 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, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any capital stock or warrants or split, combine or reclassify any capital stock or warrants, 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 similar change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC except in connection with the SPAC Stockholder Redemptions; (c) grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for redemptions from 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 or subscriptions, rights, warrants or options, or modify the Trust Fund that are required pursuant rights, preferences or other terms applicable to the SPAC Organizational Documentsany such shares of capital stock or equity securities or convertible or exchangeable securities or subscriptions, rights, warrants or options; (d) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPACamend its Organizational Documents, except in connection with the Extension Amountan Extension, or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any other Person; or (ii) acquire or agree to acquire (includingby merging or consolidating with, purchasing any equity interest in or purchasing a substantial portion of the assets of, or by merger, consolidation, acquisition of stock or assets or any other manner) any business combination) or any corporation, partnership, association or other business organization, organization or enter into any strategic joint ventures, partnerships or alliances with any other persondivision thereof; (f) (i) incur any indebtedness for borrowed money Indebtedness in excess of $100,000 individually or guarantee any such indebtedness of another person or persons$250,000 in the aggregate, issue or sell any debt securities or optionsprovided, warrants, calls or other rights that this Section 7.2(f) shall not prevent SPAC from borrowing funds necessary to acquire any debt securities of SPAC, except finance (x) its ordinary course administrative costs and expenses and SPAC Transaction Expenses incurred in connection with the consummation of the Transactions, up to aggregate additional Indebtedness during the Interim Period of $1,500,000) and (y) out of pocket costs and expenses payable to SPAC’s vendors for an Extension Amountor any deposit that the SPAC will make in the Trust Account in order to solicit votes for an Extension (such expenses, “Extension Expenses”); (g) 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 i) create any material change Liens on any material property or assets of SPAC in its existing borrowing connection with any Indebtedness thereof (other than Permitted Liens); (ii) cancel or lending arrangements for forgive any Indebtedness owed to SPAC; or on behalf of such persons(iii) make, incur or enter into commit to make or incur any “keep well” or similar agreement to maintain the financial condition of any other person, in each case, except in the ordinary course of businesscapital expenditures; (h) make other than any change in Transaction Litigation, commence, release, assign, compromise, settle or agree to settle any method of financial accounting or financial accounting principles, policies, procedures or practices, Legal Proceeding; (i) except as required by GAAP (or applicable Law made subsequent to the date hereofany interpretation thereof), as agreed to by its independent accountantsApplicable Law, or SEC Guidance, make any change in accounting methods, principles or practices; (Aj) make any material Tax election except, for the avoidance of doubt and without limiting the first paragraph of this Section 7.2, as required by Applicable Law: (except in the ordinary course of businessi) or make, change or revoke rescind any material Tax election, ; (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimclaim outside the Ordinary Course of Business; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) 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) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Applicable Law) with any Governmental Entity or any Tax Sharing Agreement or similar agreement; or (vii) 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; (jk) (i) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or (ii) liquidate, dissolve, reorganize or otherwise wind wind-up the business and or operations of SPAC; (kl) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, or waive any provision or fail to enforce any provision with any agreement with, any of its officers, directors, employees, partners, stockholders or other Affiliates; (m) engage in any new line of business; (n) amend the Warrant Agreement or any warrant certificate evidencing any SPAC Warrant; (o) amend the Trust Agreement or any other agreement related to the Trust Account; (lp) (i) appoint any director to the SPAC Board (except as required by applicable law, regulation, Securities and Exchange Commission or stock exchange requirement) (ii) hire any advisor, consultant, employee or otherwise enter into any employment service provider or consulting agreement or arrangement (iii) amend the economic terms of a Contract with any other personthird party vendor on an arm’s length basis to the extent that such amendment results in an increase in the amount under such Contract greater than One Hundred Thousand Dollars ($100,000); (mq) waive, release, assign, settle or compromise incur any Action, expenses other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in connection with the aggregateimplementation of the Transactions; or (nr) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 7.2(a) through Section 7.2(q) above.

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the ClosingSecond Effective Time, unless SPAC shall carry on its business in the ordinary course, except: (a) to the extent that the Company shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to conduct its business in the ordinary course. By way of amplification and not limitation, except ; (b) as expressly contemplated by any other provision of this Agreement (including as contemplated by the PIPE Investment, or in connection with an Extension in accordance with Section 7.26) or any of the other Transaction Document, Agreements; or (c) as expressly set forth on in Section 6.2 of the SPAC Disclosure Schedule and Letter. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements, (ii) as set forth in Section 6.2 of the SPAC Disclosure Letter, or (iii) as required by applicable LawLegal Requirements, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following 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 and the Second Effective Time, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital (or warrant) or split, combine or reclassify any share capital (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 share capital or warrant, or effect any like change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC; (c) except as expressly required by the Subscription Agreements, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares or other equity securities, or enter into other agreements or commitments of any character obligating it to the SPAC Organizational Documentsissue any such shares or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend its Governing Documents or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares terms of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSPAC Warrants; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire (includingor agree to acquire by merging or consolidating with, or by mergerpurchasing any equity interest in or a portion of the assets of, consolidation, acquisition of stock or assets or by any other manner, any business combination) or any corporation, partnership, association or other business organizationorganization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any strategic joint ventures, strategic partnerships or alliances with any other personalliances; (f) (i) incur any indebtedness for borrowed money Indebtedness or guarantee any such indebtedness Indebtedness of another person Person or persons, Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACsecurities, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the financial condition economic effect of any of the foregoing; provided, however, that SPAC shall be permitted to incur Indebtedness from its Affiliates and shareholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of SPAC in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at Closing; (g) make any loan, advance or capital contribution to any other person, in each case, except in the ordinary course of businessPerson; (h) except as required by U.S. GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in any method of financial accounting or financial accounting principlesmethods, policies, procedures principles or practices, except as required by GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (Ai) make any material Tax election (except in the ordinary course of businessi) or make, change or revoke any material Tax election, election (B) change any material method in each case other than actions in respect of such Tax accounting, elections that would be consistent with the past practice of SPAC); (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimliability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement; (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of SPAC; (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of SPAC; (v) settle or consent to any claim or assessment relating to any material amount of Taxes; or (vi) surrender or allow to expire any right to claim a refund of material taxes; (j) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (k) create any Liens on any material property or material assets of SPAC; (l) liquidate, dissolve, reorganize or otherwise wind up the business and or operations of SPAC; (km) commence, settle or compromise any Legal Proceeding material to SPAC or its properties or assets; (n) engage in any material new line of business; (o) (i) modify, amend or terminate the Trust Agreement or any Subscription Agreement or enter into, amend or terminate any other agreement related to the Trust AccountAccount or the PIPE Investment; or (ii) modify, amend or terminate any Non-Redemption Agreement or enter into, modify, amend or terminate any other agreement with any SPAC Shareholders; (lp) hire amend or otherwise enter into any employment Contract set forth in Section 5.10 of the SPAC Disclosure Letter (or consulting agreement that would have been required to be set forth therein if such Contract existed on the date hereof) or arrangement with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary Contract of a type described in nature and do not exceed $100,000 individually or $250,000 in the aggregateSection 5.18; or (nq) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 6.2(a) through Section 6.2(p).

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Closing, unless SPAC shall carry on in the ordinary course of business, except: (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), ; (b) as required by Applicable Law (including COVID-19 Measures) or as reasonably necessary or prudent in light of COVID-19; or (c) as required or expressly permitted by this Agreement (including as contemplated by the PIPE Investment) or the SPAC shall use reasonable best efforts to conduct its business in Disclosure Letter. Without limiting the ordinary course. By way generality of amplification and not limitationthe foregoing, except as required or expressly contemplated permitted by any other provision the terms of this Agreement (including as contemplated by the PIPE Investment) or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and Letter, or as required by applicable LawApplicable Law (including COVID-19 Measures) or as reasonably necessary or prudent in light of COVID-19, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following 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, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or warrants or split, combine or reclassify any capital stock or warrants, 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 similar change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC except in connection with SPAC Stockholder Redemptions; (c) except in connection with SPAC Borrowings, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to the SPAC Organizational Documentsissue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend its Organizational Documents or encumber, form or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, establish any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSubsidiary; (e) (i) merge, consolidate or combine with any other Person; or (ii) acquire or agree to acquire (including, whether by merger, consolidation, consolidation or acquisition of stock securities or a substantial portion of the assets or any other business combinationof) any corporation, partnership, association or other business organization, organization or enter into any strategic joint ventures, partnerships division or alliances with any other personassets thereof; (f) (i) incur any indebtedness for borrowed money 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 SPACIndebtedness, except SPAC Borrowings; (ii) create any material Liens on any material property or assets of SPAC in connection with the Extension Amountany Indebtedness thereof (other than Permitted Liens); (iii) cancel or forgive any Indebtedness owed to SPAC; or (iv) make, incur or commit to make or incur any capital expenditures; (g) make other than any loansTransaction Litigation, advances which is subject to Section 6.19, commence, release, assign, compromise, settle or capital contributions to, agree to settle any Legal Proceeding; (h) except as required by GAAP (or investments in, any other person (including to any of its officers, directors, agents interpretation thereof) or consultants)Applicable Law, make any material change in its existing borrowing accounting methods, principles 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, in each case, practices; (i) except in the ordinary course of business; : (hi) make any change in any method of financial accounting or financial accounting principlesmake, policies, procedures or practices, except as required by GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (A) make any material Tax election (except in the ordinary course of business) or change or revoke rescind any material Tax election, ; (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimclaim outside the ordinary course of business; (iii) change (or request to change) any material method of accounting for Tax purposes; (iv) file any amended Tax Return that could materially increase the Taxes payable by SPAC; (v) 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 material claim for a refund of Taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Applicable Law) with any Governmental Entity; or (viii) 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 Merger from qualifying for the Intended Tax Treatment; (j) (i) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or (ii) liquidate, dissolve, reorganize or otherwise wind wind-up the business and or operations of SPAC; (k) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, or waive any provision or fail to enforce any provision with any agreement with, any of its officers, directors, employees, partners, stockholders or other Affiliates; (l) engage in any material new line of business; (m) amend the Trust Agreement or any other agreement related to the Trust Account; (l) hire or otherwise enter into any employment or consulting agreement or arrangement with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in the aggregate; or (n) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 5.2(a) through (m) above.

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures)Interim Period, SPAC agrees shall carry on its business in the ordinary course, except: (i) to the extent that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, unless the Company shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to conduct its business in the ordinary course. By way of amplification and not limitation, except ; (ii) as expressly contemplated permitted by any other provision of this Agreement or any of the other Transaction Document, Agreements; (iii) any actions taken in response to COVID-19 or any COVID-19 Measures or (iv) as expressly set forth on in Section 6.2 of the SPAC Disclosure Schedule and Schedule. Without limiting the generality of the foregoing, except as (A) expressly permitted by this Agreement (including as contemplated by any Extension or the PIPE Investments) or any of the other Transaction Agreements, (B) set forth in Section 6.2 of the SPAC Disclosure Schedule, (C) required by applicable LawLegal Requirements or (D) any actions taken in response to COVID-19 or any COVID-19 Measures, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed):), during the Interim Period, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital (or warrant) or split, combine or reclassify any share capital (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 share capital or warrant, or effect any like change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeemsubdivide, or purchase purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC; (c) other than in connection with a conversion of the Class A Common StockWorking Capital Loans into Working Capital Warrants, Class B Common Stockgrant, Class F Common Stock issue, deliver, sell, authorize, pledge or SPAC Warrants except otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares or other equity securities, or subscriptions, rights, warrants or options to the SPAC Organizational Documentsacquire any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend its Governing Documents or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares terms of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSPAC Warrants; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire (includingor agree to acquire by merging or consolidating with, or by mergerpurchasing any equity interest in or a portion of the assets of, consolidation, acquisition of stock or assets or by any other manner, any business combination) or any corporation, partnership, association or other business organizationorganization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any strategic joint ventures, strategic partnerships or alliances with any other personalliances; (f) (i) incur any indebtedness for borrowed money Indebtedness or guarantee any such indebtedness Indebtedness (other than borrowings and draw-downs under the Working Capital Loans in effect as of the date hereof) of another person Person or persons, Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACsecurities, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the financial condition economic effect of any other personof the foregoing; provided, however, that SPAC shall be permitted to incur Indebtedness from its Affiliates and shareholders, including SPAC Sponsor, in each caseorder to meet its reasonable working capital requirements with any such loans (x) to be made only as reasonably required by the operation of SPAC in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length, except in the ordinary course of business(y) repayable at Closing, and (z) included as SPAC Transaction Expenses; (hg) except as required by U.S. GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in any method of financial accounting or financial accounting principlesmethods, policies, procedures principles or practices, except as required by GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (Ai) make any material Tax election (except in the ordinary course of business) or make, change or revoke any material Tax election, ; (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimliability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement; (iii) file any amended material Tax Return other than any such amendments that would be consistent with past practice; (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes; (v) settle or consent to any claim or assessment relating to any material amount of Taxes; or (vi) surrender or allow to expire any right to claim a refund of material taxes; (i) create any Liens on any material property or material assets of SPAC; (j) liquidate, dissolve, reorganize or otherwise wind up the business and or operations of SPAC; (k) commence, settle or compromise any Legal Proceeding material to SPAC or its properties or assets; (l) engage in any material new line of business or engage in any commercial activities (other than to consummate the Transactions); (m) (i) modify, amend or terminate the Trust Agreement or any PIPE Subscription Agreement or enter into, amend or terminate any other agreement related to the Trust AccountAccount or PIPE Investments; or (ii) enter into, modify, amend or terminate any other agreement with any SPAC Stockholders; (ln) amend or enter into any Contract set forth in Section 5.10 of the SPAC Disclosure Schedule (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 5.17; (o) incur, in excess of $2,000,000 in the aggregate, any costs or expenses; (p) hire or otherwise retain any employee or consultant or adopt or enter into any employment or consulting agreement or arrangement with any other personSPAC Employee Benefit Plan; (mq) waivegrant any bonus, releasechange in control payment, assignseverance, settle retention or compromise similar payments or success fees payable to any Actioncurrent or former officer, employee, natural individual independent contractor or director of SPAC as a result of the consummation of the Transactions; (r) take any COVID-19 Measures not in effect as of the date of this Agreement other than waiversany COVID-19 Measures reasonably implemented in good faith and with respect to which, releasesif material, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in SPAC provides notice to the aggregateCompany as soon as practicable following such action; or (ns) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 6.2(a) through Section 6.2(r).

Conduct of Business by SPAC. (a) Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and except as required by applicable Law (including COVID-19 Measuresas may be requested or compelled by any Governmental Authority), SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, unless the Company shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the businesses of SPAC shall use reasonable best efforts to conduct its business be conducted in the ordinary courseOrdinary Course. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and as required by applicable LawLaw (including as may be requested or compelled by any Governmental Authority), SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company (such Company, which consent shall not to be unreasonably withheld, conditioned delayed or delayed):conditioned: (ai) amend or otherwise change the SPAC Organizational Documents or form any subsidiary of SPACDocuments; (bii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stockstock or share capital, as applicable, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (ciii) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Class A Common Stock, Class B Common Stock, Class F SPAC Common Stock or SPAC Warrants except for redemptions from the Trust Fund and conversions of the SPAC Founders Shares that are required pursuant to the SPAC Organizational Documents; (div) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including including, without limitation, any phantom interest), of SPAC, except (A) in connection with conversion of the SPAC Founders Shares pursuant to the SPAC Organizational Documents and (B) in connection with a loan from the Sponsor or an Affiliate thereof or certain of SPAC’s officers and directors to finance SPAC’s transaction costs in connection with the Extension Amounttransactions contemplated hereby; (ev) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization, organization or enter into any strategic joint ventures, partnerships or alliances with any other personPerson; (fvi) incur any indebtedness for borrowed money Indebtedness or guarantee any such indebtedness Indebtedness of another person Person or personsPersons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPAC, except in connection with the Extension Amount; (g) make any loansas applicable, advances or capital contributions to, or investments in, any other person (including to any of its officers, directors, agents or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar other agreement to maintain any financial statement condition or enter into any arrangement having the financial condition economic effect of any other personof the foregoing, in each case, except in the ordinary course Ordinary Course or except a loan from the Sponsor or an Affiliate thereof or certain of businessSPAC’s officers and directors to finance SPAC’s transaction costs in connection with the transactions contemplated hereby; (hvii) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (viii) (A) make amend any material Tax election (except in the ordinary course of business) or change or revoke any material Tax electionReturn, (B) change any material method of Tax accounting, (C) amend make, change or rescind any material Tax Returnelection relating to Taxes, or (D) settle or compromise any material Tax Claimaudit, assessment, Tax claim or other controversy relating to Taxes; (jix) liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC; (kx) amend the Trust Agreement or any other agreement related to the Trust Account; (lxi) hire any employee, consultant or otherwise independent contractor, or adopt enter into or incur any liability with respect to any Employee Benefit Plans; (xii) other than in the Ordinary Course or in a form consistent with SPAC’s public filings with the SEC, enter into any employment or consulting agreement or arrangement indemnification agreements with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature the directors and do not exceed $100,000 individually or $250,000 in the aggregateofficers of SPAC; or (nxiii) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing. Nothing herein shall require SPAC to obtain consent from the Company to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 7.02 shall give to the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of SPAC prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Conduct of Business by SPAC. Except During the Interim Period, SPAC and Exchange Sub shall, other than as expressly contemplated by any other provision a result of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and as required by applicable Law in connection with COVID-19 (including compliance with any applicable COVID-19 MeasuresMeasure), SPAC agrees use commercially reasonable efforts to carry on their respective businesses in the ordinary course, except: (a) to the extent that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, unless the Company shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to conduct its business in the ordinary course. By way of amplification and not limitation, except ; (b) as expressly contemplated by any other provision of this Agreement or any of the other Transaction Document, Agreements; (c) as expressly set forth on in Section 6.2 of the SPAC Disclosure Schedule and Letter; or (d) as required by Legal Requirements or Order. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements (including the settlement of SPAC Shareholder Redemptions), (ii) as set forth in Section 6.2 of the SPAC Disclosure Letter, (iii) as required by applicable LawLegal Requirements or Order, SPAC shall notor (iv) as a result of or in connection with COVID-19 (including compliance with any applicable COVID-19 Measure), between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed):), during the Interim Period, SPAC and Exchange Sub shall not do any of the following. (a) amend declare, set aside or otherwise pay any dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital (or warrant or other equity interests) or split, combine or reclassify any share capital (or warrant or other equity interests), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or warrant or other equity interest, or effect any like change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set asiderepurchase, make redeem or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeemotherwise acquire, or purchase offer to purchase, repurchase, redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC or Exchange Sub; (c) grant, issue, deliver, sell, dispose, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares or other equity securities, or enter into other agreements or commitments of any character obligating it to the SPAC Organizational Documentsissue any such shares or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend their Governing Documents or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares terms of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSPAC Warrants; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire (includingor agree to acquire by merging or consolidating with, or by mergerpurchasing any equity interest in or a portion of the assets of, consolidation, acquisition of stock or assets or by any other manner, any business combination) or any corporation, partnership, association or other business organizationorganization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any strategic joint ventures, strategic partnerships or alliances with any other personalliances; (f) (i) create or incur any indebtedness Indebtedness or assume, guarantee or otherwise become liable for borrowed money or guarantee any such indebtedness Indebtedness of another person Person or persons, Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACsecurities, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the financial condition economic effect of any other personof the foregoing; provided, however, that SPAC shall be permitted to incur Indebtedness for borrowed money from its Affiliates and shareholders, including SPAC Sponsor, in order to meet its reasonable working capital requirements and in each case, except such Indebtedness having terms as described in SPAC’s prospectus filed with the ordinary course of businessSEC in connection with its initial public offering; (g) make any loan, advance or capital contribution to any other Person or cancel or forgive any Indebtedness owed to SPAC or Exchange Sub; (h) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by GAAP (or any interpretation thereof) or applicable Law made subsequent to the date hereofLegal Requirements, as agreed to by its independent accountantsmake any change in accounting methods, principles or practices; (Ai) make any material Tax election (except in the ordinary course of businessi) or make, change or revoke any material Tax election, election in respect of material Taxes of SPAC or Exchange Sub except where such action would be consistent with the past practice of such SPAC Party; (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimliability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement in respect of material Taxes (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal purpose of which is not related to Taxes); (iii) consent to any extension or waiver of statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of such SPAC Party; (iv) surrender or allow to expire any right to claim a refund of material Taxes; or (v) file any amended material Tax Return other than any such amended Tax Return that would be consistent with the past practice of such SPAC Party; (j) knowingly take or cause to be taken, or knowingly fail to take or cause to be taken, any action, where such action or failure to act could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment; (k) create any Liens on any material property or material assets of SPAC or Exchange Sub; (l) liquidate, dissolve, reorganize or otherwise wind up the business and or operations of SPACSPAC or Exchange Sub, or authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or Exchange Sub; (km) commence, settle, compromise or agree to compromise or settle any Legal Proceeding (i) material to SPAC or Exchange Sub, respectively, or their respective properties or assets, (ii) involving payments by SPAC or Exchange Sub, as applicable, of $500,000 (or its equivalent in another currency) or more, or (iii) that imposes any material non-monetary obligations on SPAC or Exchange Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto), as applicable; (n) engage in any material new line of business; (i) modify, amend or terminate the Trust Agreement or enter into, amend or terminate any other agreement related to the Trust Account; or (ii) enter into, modify, amend or terminate any other agreement with any SPAC Shareholders or shareholders of Exchange Sub; (lp) hire amend, terminate (other than expiration in accordance with its terms) or otherwise enter into any employment Contract set forth in Section 5.10 of the SPAC Disclosure Letter (or consulting agreement that would have been required to be set forth therein if such Contract existed on the date hereof) or arrangement with any other personContract of a type described in Section 5.18, or waive, delay the exercise of, release or assign any material rights or claims under any of the foregoing Contracts; (mq) waiveenter into or amend in any material respect any agreement with, releaseor pay, assigndistribute or advance any material assets or property to, settle any of its officers, directors, shareholders, stockholders or compromise any Actionother Affiliates, other than waivers(i) payments or distributions relating to employment or obligations in respect of arm’s-length commercial transactions, releases, assignments, settlements or compromises that are solely monetary (ii) reimbursement for reasonable expenses incurred in nature and do not exceed $100,000 individually connection with SPAC or $250,000 in the aggregateExchange Sub; or (nr) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 6.2(a) through Section 6.2(q).

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of During the SPAC Disclosure Schedule and as required by applicable Law (including COVID-19 Measures), SPAC agrees that period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Closing, unless SPAC shall carry on in the ordinary course of business, except: (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), ; (b) as required by Applicable Legal Requirements (including COVID-19 Measures) or as reasonably necessary in light of COVID-19; or (c) as required or expressly permitted by this Agreement (including as contemplated by the PIPE Investment) or the SPAC shall use reasonable best efforts to conduct its business in Disclosure Letter. Without limiting the ordinary course. By way generality of amplification and not limitationthe foregoing, except as required or expressly contemplated permitted by any other provision the terms of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and Letter, or as required by applicable LawApplicable Legal Requirements (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following 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, SPAC shall not do any of the following: (a) amend declare, set aside or otherwise pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or warrants or split, combine or reclassify any capital stock or warrants, 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 similar change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeem, or purchase redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC; (c) grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to the SPAC Organizational Documentsissue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend its Organizational Documents or encumber, form or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, establish any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSubsidiary; (e) acquire or agree to acquire (including, whether by merger, consolidation, consolidation or acquisition of stock securities or a substantial portion of the assets or any other business combinationof) any corporation, partnership, association or other business organization, organization or enter into any strategic joint ventures, partnerships division or alliances with any other personassets thereof; (f) (i) incur any indebtedness for borrowed money Indebtedness; (ii) create any material Liens on any material property or guarantee any such indebtedness assets of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPAC, except SPAC in connection with the Extension Amountany Indebtedness thereof (other than Permitted Liens); (iii) cancel or forgive any Indebtedness owed to SPAC; or (iv) make, incur or commit to make or incur any capital expenditures; (g) make other than the Transaction Litigation, commence, release, assign, compromise, settle or agree to settle any loans, advances Legal Proceeding; (h) except as required by GAAP (or capital contributions to, any interpretation thereof) or investments in, any other person (including to any of its officers, directors, agents or consultants)Applicable Legal Requirements, make any material change in its existing borrowing accounting methods, principles 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, in each case, practices; (i) except in the ordinary course of business; (h) make any change in any method of financial accounting business or financial accounting principles, policies, procedures or practices, except as otherwise required by GAAP Applicable Legal Requirements: (i) make, change or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (A) make rescind any material Tax election election; (except in ii) settle or compromise any Tax claim outside the ordinary course of business) or change or revoke any material Tax election, ; (Biii) change (or request to change) any material method of accounting for Tax accounting, purposes; (Civ) amend file any material amended Tax Return, ; (v) 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 material refund of Taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Applicable Legal Requirement) with any Governmental Entity; or (Dviii) settle knowingly take any action or compromise knowingly fail to take any material action, which action or failure to act would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax ClaimTreatment; (j) (i) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or (ii) liquidate, dissolve, reorganize or otherwise wind wind-up the business and or operations of SPAC; (k) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, or waive any provision or fail to enforce any provision with any agreement with, any of its officers, directors, employees, partners, stockholders or other Affiliates; (l) engage in any material new line of business; (m) amend the Trust Agreement or any other agreement related to the Trust Account; (l) hire or otherwise enter into any employment or consulting agreement or arrangement with any other person; (m) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in the aggregate; or (n) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Sections 5.02(a) through (m) above. Nothing contained in this Agreement shall give the Company or SPAC, directly or indirectly, any right to control or direct the operations of the other Party prior to the Closing. Prior to the Closing, each of the Company and SPAC shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses.

Conduct of Business by SPAC. Except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and except as required by applicable Law (including COVID-19 Measuresas may be requested or compelled by any Governmental Authority), SPAC agrees that from during the date of this Agreement until the earlier of the termination of this Agreement and the ClosingInterim Period, unless the Company shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the businesses of SPAC and NewCo shall use reasonable best efforts to conduct its business be conducted in the ordinary courseOrdinary Course. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule Ancillary Agreement and as required by applicable LawLaw (including as may be requested or compelled by any Governmental Authority), SPAC shall not, between and SPAC shall cause NewCo not to, during the date of this Agreement and the Closing Date or the earlier termination of this AgreementInterim Period, directly or indirectly, do any of the following without the prior written consent of the Company (such Company, which consent shall not to be unreasonably withheld, conditioned delayed or delayed):conditioned: (ai) amend or otherwise change the SPAC Organizational Documents or form any subsidiary of SPACthe NewCo Organizational Documents (other than as necessary to effectuate a SPAC Extension); (bii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of SPAC or NewCo, except as required by the SPAC Organizational Documents; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stockstock or shares, property or otherwise, with respect to any of its capital stockEquity Interests, other than redemptions from the funds in the Trust Fund Account that are required pursuant to the SPAC Organizational Documents; (civ) reclassify, combine, consolidate, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Class A Common Stockany of its Equity Interests or any Equity Interests in NewCo, Class B Common Stock, Class F Common Stock or SPAC Warrants except for redemptions from the funds in the Trust Fund that are required pursuant to the SPAC Organizational DocumentsAccount; (dv) form any Subsidiary or acquire any Equity Interest or other interest in any other entity or enter into a joint venture with any other entity; (vi) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock Equity Interests or other securities of SPACSPAC or NewCo, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, Equity Interests or any other ownership interest (including including, without limitation, any phantom interest), of SPACSPAC or NewCo, except in connection with a loan from the Extension AmountSponsor or an Affiliate thereof or certain of SPAC’s officers and directors to finance the SPAC Transaction Expenses; (evii) (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or shares or substantially all of the assets or any other business combination) any corporation, partnership, other business organization, organization or any division thereof or enter into any strategic joint ventures, partnerships or alliances with any other personPerson, or (B) merge, consolidate, combine or amalgamate with any Person or authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution or winding-up, except as required by the SPAC Organizational Documents; (fviii) incur any indebtedness for borrowed money Indebtedness or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any such indebtedness of another person Person or personsPersons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACSPAC or NewCo, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such personsas applicable, or enter into any “keep well” or similar other agreement to maintain any financial statement condition or enter into any arrangement having the financial condition economic effect of any other personof the foregoing, in each case, except in a loan from the ordinary course Sponsor or an Affiliate thereof or certain of businessSPAC’s officers and directors to finance the SPAC Transaction Expenses; (hix) merge, consolidate, combine or amalgamate with any Person; (x) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (xi) (A) make amend any material Tax election (except in the ordinary course of business) or change or revoke any material Tax electionReturn, (B) change any material method of Tax accounting, (C) amend make, change or rescind any material Tax Returnelection relating to Taxes, or (D) settle or compromise any Tax audit, assessment, Tax claim or other controversy relating to a material amount of Taxes, (E) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) in respect of a material amount of Taxes or enter into any Tax sharing or similar agreement (other than customary commercial Contracts entered into in the ordinary course of business not primarily related to Taxes), (F) surrender or allow to expire any right to claim a refund of Taxes, (G) extend or waive any statute of limitations applicable to any period within which a claim, assessment or reassessment of a material amount of Taxes may be issued or in respect of any material Tax Claimattribute that would reasonably be expected to give rise to any claim or assessment of Taxes, (H) incur any liability for Taxes other than in the ordinary course of business; or (I) prepare any Tax Return in a manner inconsistent with past practice; (j) liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC; (kxii) amend the Trust Agreement or any other agreement related to the Trust Account; (lxiii) hire other than in the Ordinary Course, (A) amend, or otherwise modify or consent to the termination (excluding any expiration in accordance with its terms) of any SPAC Material Contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of SPAC’s material rights thereunder, or (B) enter into any employment or consulting agreement or arrangement with any other personContract that would have been a SPAC Material Contract had it been entered into prior to the date of this Agreement; (mxiv) adopt enter into or incur any liability with respect to any Employee Benefit Plans; (xv) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 500,000 in the aggregate; (xvi) other than in the Ordinary Course or in a form consistent with SPAC’s public filings with the SEC, enter into any indemnification agreements with the directors and officers of SPAC; or (nxvii) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing. Nothing herein shall require SPAC to obtain consent from the Company to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this ‎Section 5.02 shall give to the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of SPAC prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Conduct of Business by SPAC. Except During the Interim Period, except as expressly contemplated by any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 with the prior written consent of the SPAC Disclosure Schedule and as required by applicable Law Company, shall (including COVID-19 Measures), SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to a) conduct its business in the ordinary course. By way of amplification , consistent with past practices, (b) comply with all applicable Laws, and (c) except for the Transactions, not limitation, except as expressly contemplated by enter into any other provision of this Agreement or any other Transaction Document, as set forth on Section 6.2 of the SPAC Disclosure Schedule and as required by applicable Law, SPAC shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, directly or indirectly, do any of the following material transactions without the prior written consent of the Company (such consent not to be unreasonably withheldCompany. Without limiting the generality of the foregoing, conditioned or delayed):during the Interim Period, SPAC agrees that it shall not: (a) amend declare, set aside or otherwise pay any dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital (or warrant or other equity interests) or split, combine or reclassify any share capital (or warrant or other equity interests), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or warrant or other equity interest, or effect any like change the SPAC Organizational Documents or form any subsidiary of SPACin capitalization; (b) declarepurchase, set asiderepurchase, make redeem or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents; (c) reclassify, combine, split, subdivide or redeemotherwise acquire, or purchase offer to purchase, repurchase, redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC; (c) grant, issue, deliver, sell, dispose, authorize, pledge or otherwise encumber, or agree to any of the Class A Common Stockforegoing with respect to, Class B Common Stockany shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, Class F Common Stock or SPAC Warrants except subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for redemptions from the Trust Fund that are required pursuant shares or other equity securities, or enter into other agreements or commitments of any character obligating it to the SPAC Organizational Documentsissue any such shares or equity securities or convertible or exchangeable securities; (d) issue, sell, pledge, dispose of, grant amend its Governing Documents or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares terms of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of SPAC, except in connection with the Extension AmountSPAC Rights; (e) other than as contemplated by this Agreement, (i) merge, consolidate or combine with any Person; or (ii) acquire (includingor agree to acquire by merging or consolidating with, or by mergerpurchasing any equity interest in or a portion of the assets of, consolidation, acquisition of stock or assets or by any other manner, any business combination) or any corporation, partnership, association or other business organizationorganization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any strategic joint ventures, strategic partnerships or alliances with any other personalliances; (f) (i) create or incur any indebtedness Indebtedness or assume, guarantee or otherwise become liable for borrowed money or guarantee any such indebtedness Indebtedness of another person Person or persons, Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPACsecurities, except in connection with the Extension Amount; (g) 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 material change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the financial condition economic effect of any other personof the foregoing; provided, however, that SPAC shall be permitted to incur Indebtedness for borrowed money from its Affiliates and shareholders, including SPAC Sponsor, in order to meet its reasonable working capital requirements and in each case, except such Indebtedness having terms as described in SPAC’s prospectus filed with the ordinary course of businessSEC in connection with its initial public offering; (g) make any loan, advance or capital contribution to any other Person or cancel or forgive any Indebtedness owed to SPAC; (h) make change its fiscal year or any change in any method of financial accounting method, practice or financial accounting principles, policies, procedures or practices, except as required by GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants; (Ai) make any material Tax election (except in the ordinary course of businessi) or make, change or revoke any material Tax election, election in respect of material Taxes of SPAC except where such action would be consistent with the past practice of SPAC; (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (Dii) settle or compromise any material Tax Claimliability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement in respect of material Taxes (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal purpose of which is not related to Taxes); (iii) consent to any extension or waiver of statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of SPAC; (iv) surrender or allow to expire any right to claim a refund of material Taxes; or (v) file any amended material Tax Return other than any such amended Tax Return that would be consistent with the past practice of SPAC; (j) knowingly take or cause to be taken, or knowingly fail to take or cause to be taken, any action, where such action or failure to act could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment; (k) create any Liens on any material property or material assets of SPAC; (l) liquidate, dissolve, reorganize or otherwise wind up the business and or operations of SPAC, or authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC; (km) commence, settle, compromise or agree to compromise or settle any Legal Proceeding (i) material to SPAC or its properties or assets involving payments by SPAC of $250,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on SPAC (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto), as applicable; (n) engage in any new line of business; (i) modify, amend or terminate the Trust Agreement or enter into, amend or terminate any other agreement related to the Trust Account; or (ii) enter into, modify, amend or terminate any other agreement with any SPAC Shareholder; (lp) hire amend, terminate (other than expiration in accordance with its terms) or otherwise enter into any employment or consulting agreement or arrangement with any other personmaterial Contract to which SPAC is a party; (mq) waiveenter into or amend in any material respect any agreement with, releaseor pay, assigndistribute or advance any material assets or property to, settle any of its officers, directors, shareholders, stockholders or compromise any Actionother Affiliates, other than waivers(i) payments or distributions relating to employment or obligations in respect of arm’s-length commercial transactions, releases, assignments, settlements or compromises that are solely monetary (ii) reimbursement for reasonable expenses incurred in nature and do not exceed $100,000 individually or $250,000 in the aggregateconnection with SPAC; or (nr) enter into any agreement agree in writing or otherwise make a binding commitment agree, commit or resolve to do take any of the foregoingactions described in Section 7.2(a) through Section 7.2(q).