Common use of Conduct of Business of the Company during the Interim Period Clause in Contracts

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, as set forth on Section 8.2(a) of the Company Disclosure Schedules, or as required by applicable Law, the Company shall use its commercially reasonable efforts to, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and (ii) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures). (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject to Section 8.5, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the Organizational Documents of any of the Company or the Target Companies; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities; (iii) (A) split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 individually or $3,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) in excess of $1,000,000 individually or $3,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $500,000 or engage any person as an independent contractor, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (A) modify, extend or enter into any Company Collective Bargaining Agreement, or (B) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, change or rescind any material election in respect of Taxes, (B) settle any material Action in respect of Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) 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 obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority; (A) other than in the ordinary course of business or between Target Companies, (1) sell, assign, transfer or license any Company Owned IP to any Person, other than Incidental Licenses, or (2) abandon, permit to lapse, or otherwise dispose of any material Company Registered IP, or (B) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations; (x) terminate, waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to the date hereof, in any case outside of the ordinary course of business; (xi) fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects in the ordinary course of business consistent with past practices; (xii) enter into any new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new line of business does not include the business of technical management of vessels; (xiii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Company Financial Statements, as applicable; (xv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such Person in each case, if the aggregate amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 in the aggregate; (xvi) make any capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $5,000,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the properties, assets or rights of the Target Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business; (xix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of any Target Company; (xx) make any change in accounting methods, principles or practices, except as required by GAAP; (A) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.58.6 and Section 8.7, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(a) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable LawLaw (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall use its commercially reasonable efforts toshall, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and (ii) preserve intact, in comply with all material respects, Laws applicable to the Target Companies and their respective business organizationsbusinesses, to keep available the services of their respective managers, directors, officers, employees assets and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures)employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable Law or (including in respect of any COVID-19 MeasureMeasures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.58.6 and Section 8.7, without the prior written consent of SPAC Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the Organizational Documents of in any of the Company or the Target Companiesrespect, its Organisational Documents; (ii) authorize authorise for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiesEquity Securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Shares; (iii) (A) split, combine, recapitalize, subdivide, recapitalise or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 500,000 individually or $3,000,000 2,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business)party, or (C) guarantee or endorse any Indebtedness Indebtedness, Liability or obligation of the type referred to in clause (A) any Person in excess of $1,000,000 500,000 individually or $3,000,000 2,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, agreements in the ordinary course of business, consistent with past practice business or as required by applicable Lawlaw, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the Transactions or, except with respect to a director, officer transactions contemplated under this Agreement or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $500,000 150,000 or engage any person as an independent contractor, in each case contractor other than in the ordinary course of business business, or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (Ai) modify, extend or enter into any Company Collective Bargaining Agreementlabour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (Bii) recognize recognise or certify any labor labour union, labor organizationlabour organisation, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, amend, or change or rescind any material election in respect of claim, election, or disclaimer relating to Taxes, (B) settle or otherwise compromise any material Action in respect of relating to Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) procedures or 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 obtained in the ordinary course of businessReturn), ; (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (Gix) file any amended material Tax Return materially inconsistent with past practice or, on any such Tax Return, (H) file take any Tax Return which position, make any election, or adopt any method that is materially inconsistent with past practicespositions taken, elections made or (I) enter into methods used in preparing or terminate any “closing agreement” as described filing similar Tax Returns in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authorityprior periods; (Ax) other than in the ordinary course of business or between Target Companiesbusiness, (1A) sell, assign, transfer or license any Company Owned IP Intellectual Property to any Person, other than Incidental Immaterial Licenses, or (2B) abandon, withdraw, dispose of, permit to lapse, lapse or otherwise dispose of fail to preserve any material Company Registered IP, or (BC) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or and is not otherwise subject to enforceable confidentiality obligations; (xxi) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to Contract (xii) make any distribution of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the date hereofpurchase, redemption, defeasance, retirement or other acquisition of, any of its common shares, as applicable, or make any other distribution in any case outside of the ordinary course of businessrespect thereof, either directly or indirectly, whether in cash or property; (xixiii) fail to use commercially reasonable efforts to maintain its books, accounts, accounts and records in all material respects in the ordinary course of business consistent with past practicesbusiness; (xiixiv) establish any Subsidiary or enter into any material new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new line of business does not include the business of technical management of vessels; (xiiixv) fail to use commercially reasonable efforts endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effecteffect in a manner materially detrimental to any Target Company; (xivxvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xvii) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactionstransactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financial StatementsFinancials, as applicable; (xvxviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xix) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization organisation or any division thereof, or any material amount of assets outside the ordinary course of any such Person in each case, if the aggregate amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 in the aggregatebusiness; (xvixx) make any capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $5,000,000 in the aggregate); (xviixxi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalisation or other reorganizationreorganisation; (xviiixxii) enter into, amend, breach or terminate any Company Real Property Lease other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business; (xxiii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxiv) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizationssecuritisations), or otherwise dispose of or create a Lien over any material portion of the its properties, assets or rights of the Target Companies, taken as a wholerights, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business; (xixxxv) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities Equity Securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxxxvi) make take any change action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in accounting methods, principles connection with the Transactions or practices, except as required by GAAPthe development of the Company’s aircraft; (Axxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxx) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxiixxxi) authorize authorise or agree (whether in writing or orally) to do any of the foregoing actionsactions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoing.

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayeddelayed and for these purposes a period longer than five (5) days shall be deemed to be “unreasonable”), during the Interim Period and subject always to Section 8.58.5 and Section 8.6, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(a) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable LawLaw (including COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall use its commercially reasonable efforts toshall, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices practice and (ii) preserve intact, comply with all Laws in all material respects, respects applicable to the Target Companies and their respective business organizationsbusinesses, to keep available the services of their respective managers, directors, officers, employees assets and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures)employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable Law (including COVID-19 Measures) or any as reasonably necessary in light of COVID-19 Measureto protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.58.5 and Section 8.6, without the prior written consent of SPAC Purchaser (such consent not to be unreasonably withheld, conditioned or delayeddelayed and for these purposes a period longer than five (5) Business Days shall be deemed to be “unreasonable”), the Company shall not, and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the in any respect, its Organizational Documents of any of the Company or the Target CompaniesDocuments; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, other than in the ordinary course of business of the Company where recruitment involves options being offered, provided that any persons to whom such options are granted shall be required to rollover such options in accordance with the terms of this Agreement as if such person had been a optionholder of the Company immediately prior to the date of this Agreement and such options in aggregate do not exceed the number of options currently available for grant under the current share option pool; (iii) (A) split, combine, recapitalize, subdivide, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 500,000 individually or $3,000,000 2,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of businessbusiness consistent with past practice), or (C) guarantee or endorse any Indebtedness Indebtedness, Liability or obligation of the type referred to in clause (A) any Person in excess of $1,000,000 500,000 individually or $3,000,000 2,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of businessbusiness consistent with past practice; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of businessbusiness consistent with past practice, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the Transactions or, transactions contemplated under this Agreement or (except with respect to a director, officer or manager, ) in the ordinary course of businessbusiness consistent with past practice, (F) hire any employee with an annual base salary greater than or equal to $500,000 200,000 or engage any person as an independent contractor, in each case contractor other than in the ordinary course of business consistent with past practice, or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of businessbusiness consistent with past practice; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (Ai) modify, extend or enter into any Company Collective Bargaining Agreementlabour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organization, works council or other employee-representative body; or (Bii) recognize or certify any labor labour union, labor labour organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, change or rescind any material election in respect of relating to Taxes, (B) settle any material Action in respect of action relating to Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) 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 obtained in the ordinary course of businessReturn), (E) or enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, ) with any Governmental Authority; (Aix) other than in the ordinary course of business or between Target Companiesbusiness, (1A) sell, assign, transfer or license any Company Owned IP Intellectual Property to any Person, other than Incidental Immaterial Licenses, or (2B) abandon, withdraw, dispose of, permit to lapse, lapse or otherwise dispose of fail to preserve any material Company Registered IP, or (BC) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or and is not otherwise subject to enforceable confidentiality obligations; (x) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to the date hereofContract, in any case outside of the ordinary course of businessbusiness and consistent with past practice; (xi) fail to use commercially reasonable efforts to maintain its books, accounts, accounts and records in all material respects in the ordinary course of business consistent with past practicespractice; (xii) establish any Subsidiary or enter into any material new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new line of business does not include the business of technical management of vessels; (xiii) fail to use commercially reasonable efforts endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effecteffect in a manner materially detrimental to any Target Company; (xiv) except as part of the Company’s ongoing preparation for the Listing, in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactionstransactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Company Financial StatementsFinancials, as applicable; (xvxvi) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such Person in each case, if the aggregate material amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 in the aggregateassets; (xvixviii) except in respect of expenditures in connection with the satellite build made in the ordinary course of business, make any capital expenditures in excess of $1,000,000 500,000 (individually for any project (or set of related projects) or $5,000,000 2,000,000 in the aggregate); (xviixix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiixx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in connection with existence as of the entering date of any Contracts for the employment of vessels this Agreement or entered into in the ordinary course of businessbusiness or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the its properties, assets or rights of the Target Companies, taken as a wholerights, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of businessbusiness consistent with past practice; (xixxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of any Target Company; (xxxxiii) make take any change action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in accounting methods, principles or practices, except as required by GAAPconnection with the Transactions; (Axxiv) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business consistent with past practice; (xxv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness consistent with past practice); or (xxiixxvi) authorize or agree in writing to do any of the foregoing actions. (c) Without limiting Section 8.2(a) and 8.2(b), during the Interim Period, except as expressly contemplated by Schedule 6.3(a), without the prior written consent of Purchaser, the Company Shareholders shall not sell, transfer or dispose of any Company Securities owned by the Company Shareholders, and, to the extent possible within their capacity as Company Shareholders (including through the exercise of voting rights and by requiring directors of the Target Companies nominated for appointment by them) (i) cause the Target Companies to comply with Section 8.2(a), and (ii) cause the Target Companies not to take any action, or commit or agree to take any action, that would be prohibited by Section 8.2(b).

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject to Section 8.59.5, except as contemplated by the terms of this Agreement or any Ancillary Document, as set forth on Section 8.2(a9.2(a) of the Company Disclosure Schedules, or as required by applicable LawLaw or any COVID-19 Measure, the Company shall use its commercially reasonable efforts to, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and (ii) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures); provided that no action or inaction by the Company with respect to matters specifically addressed by clauses (i) through (xxii) below shall be deemed a breach of the foregoing unless such action or inaction would constitute a breach of such specific provision of (i) through (xxii) below. (b) Without limiting the generality of Section 8.2(a9.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(b9.2(b) of the Company Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject to Section 8.59.5, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the Organizational Documents of any of the Company or the Target Companies; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securitiessecurities other than for any such issuances that are taken into account in the calculation of Aggregate Fully Diluted Company Shares; (iii) (A) split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 individually or $3,000,000 7,500,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) in excess of $1,000,000 individually or $3,000,000 2,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, by more than ten percent (10%) in the aggregate, except as required by Law (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $500,000 200,000 or engage any person as an independent contractorcontractor with annual payments greater than or equal to $200,000, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 200,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (A) modify, extend or enter into any Company Collective Bargaining Agreement, or (B) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, make any material Tax election (except in the ordinary course of business) or change or rescind any material election in respect of Taxes, (B) settle any material Action in respect of Taxes, (C) make any material change in to its accounting or methods of Tax policies or proceduresaccounting, (D) 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 resulting from an extension to file any Tax Return obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangementContract (other than customary commercial Contracts not primarily related to Taxes), (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (IG) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar settlement provision under any state, local or other agreement under similar non-U.S. Tax Law), or any other material agreement ) pertaining to Taxes, Taxes with any Governmental AuthorityAuthority or (H) change its jurisdiction of tax residence; (A) other than in the ordinary course of business or between Target Companies, (1) sell, assign, transfer or license any Company Owned IP to any Person, other than Incidental Licenses, or (2) abandon, permit to lapse, or otherwise dispose of any material Company Registered IP, or (B) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations; (x) (A) modify or amend in a manner that is materially adverse to the applicable Target Company, or terminate, waive any Company Material Contract; (B) waive, delay the exercise of, release or assign any material right under, rights or claims under any Company Material Contract or (C) enter into any Contract that would be a Company the type of Material Contract set forth in Sections 7.12(a)(iii)(iii), (iv), (v), (vi), (ix), (xiii), (xvi) and (xvii) if entered into prior to the date hereof, in any case hereof outside of the ordinary course of business; (xi) fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects in the ordinary course of business consistent with past practices; (xii) enter into (A) any new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new business or (B) jurisdiction with respect to its current line of business does not include the business of technical management of vesselsbusiness; (xiii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Company Financial Statements, as applicable; (xv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such Person in each case, if the aggregate amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 2,000,000 in the aggregate; (xvi) make any capital expenditures in excess of $1,000,000 5,000,000 (individually for any project (or set of related projects) or $5,000,000 10,000,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the properties, assets or rights of the Target Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business; (xix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of any Target Company; (xx) make any change in accounting methods, principles or practices, except as required by GAAPIFRS or the Company’s auditors; (xxi) (A) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 5.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxii) authorize or agree to do any of the foregoing actions. (c) During the Interim Period (but excluding, for the avoidance of doubt, on the Closing Date), except as otherwise permitted under the Lock-Up Agreement entered into by the Company Shareholders and the Holdings, each of the Company Shareholders may transfer any Company Shares held by such Company Shareholder only (i) with the prior written consent of SPAC, which shall not be unreasonably withheld, conditioned or denied, and (ii) if the transferee enters into a joinder to this Agreement substantially in the form attached hereto as Exhibit D.

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.5, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(a) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable Law, the Company shall use its commercially reasonable efforts toshall, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) use commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case as consistent with past practice (taking into account COVID-19 and any COVID-19 Measures)practice. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.2(d) and Section 8.25) or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure SchedulesSchedule 8.2, or as required by applicable Law or any COVID-19 MeasureLaw, during the Interim Period and subject always to Section 8.5, without the prior written consent of SPAC Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the in any respect, its Organizational Documents of any of the Company or the Target CompaniesDocuments; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities; (iii) (A) split, combine, recapitalize, subdivide, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend (except for the Pre-Closing Cash Dividend) or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 1,500,000 individually or $3,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of businessbusiness consistent with past practice), or (C) guarantee or endorse any Indebtedness Indebtedness, Liability or obligation of the type referred to in clause (A) any Person in excess of $1,000,000 1,500,000 individually or $3,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of businessbusiness consistent with past practice; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of businessbusiness consistent with past practice, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the Transactions or, transactions contemplated under this Agreement or (except with respect to a director, officer or manager, ) in the ordinary course of businessbusiness consistent with past practice, (F) hire any employee with an annual base salary greater than or equal to $500,000 250,000 or engage any person as an independent contractor, in each case contractor other than in the ordinary course of business consistent with past practice, or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of businessbusiness consistent with past practice; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (Ai) modify, extend or enter into any Company Collective Bargaining Agreementlabor agreement, collective bargaining agreement, or other labor-related agreement or arrangement with any labor union, labor organization, works council or other employee-representative body; or (Bii) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) except as required pursuant to Section 8.2(d), make, change or rescind any material election in respect of relating to Taxes, (B) settle any material Action in respect of relating to Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) 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 obtained in the ordinary course of businessReturn), (E) or enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, ) with any Governmental Authority; (ix) (A) other than in the ordinary course of business or between Target Companies, (1) sell, assign, transfer or license any Company Owned IP Intellectual Property to any Person, other than Incidental LicensesImmaterial Licenses and Target Company User Agreements, or (2B) abandon, withdraw, dispose of, permit to lapse, lapse or otherwise dispose of fail to preserve any material Company Registered IP, or (BC) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or and is not otherwise subject to enforceable confidentiality obligations; (x) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to the date hereofContract, in any case outside of the ordinary course of businessbusiness consistent with past practice; (xi) fail to use commercially reasonable efforts to maintain its books, accounts, accounts and records in all material respects in the ordinary course of business consistent with past practicespractice; (xii) establish any Subsidiary or enter into any new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new line of business does not include the business of technical management of vessels; (xiii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xiv) except as part of the Company’s ongoing preparation for the Listing, in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactionstransactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financial StatementsFinancials, as applicable; (xvxvi) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such Person in each case, if the aggregate material amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 in the aggregateassets; (xvixviii) make any capital expenditures in excess of $1,000,000 1,500,000 (individually for any project (or set of related projects) or $5,000,000 3,000,000 in the aggregate); (xviixix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiixx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $1,500,000 individually or $3,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in connection with existence as of the entering date of any Contracts for the employment of vessels this Agreement or entered into in the ordinary course of businessbusiness or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan; (xxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the its properties, assets or rights of the Target Companies, taken as a wholerights, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of businessbusiness consistent with past practice; (xixxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities of any Target Company; (xxxxiii) make take any change action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in accounting methods, principles or practices, except as required by GAAPconnection with the Transactions; (Axxiv) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business consistent with past practice; (xxv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness consistent with past practice); (xxvi) remove or take any steps which could reasonably be expected to cause the removal of the Hero Wars App from either Google Play or the App Store; or (xxiixxvii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company during the Interim Period. (a) Unless SPAC shall otherwise consent the Purchaser consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.5Clause 8.4, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(a) of the Company Disclosure Schedulesout in Schedule 8.2, or as required by applicable LawLaw (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall use its commercially reasonable efforts toshall, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices practice and (ii) preserve intact, in comply with all material respects, Laws applicable to the Target Companies and their respective business organizationsbusinesses, to keep available the services of their respective managers, directors, officers, employees assets and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures)employees. (b) Without limiting the generality of Section Clause 8.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(b) of the Company Disclosure Schedulesout in Schedule 8.2, or as required by applicable Law or (including in respect of any COVID-19 MeasureMeasures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.5Clause 8.4, without the prior written consent of SPAC the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, the Organizational Documents of in any of the Company or the Target Companiesrespect, its Organisational Documents; (ii) authorize authorise for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiesEquity Securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than in the ordinary course of business, consistent with past practice, of the Company where recruitment involves these being offered, provided that such aggregate amount of any equity-based awards (when aggregated with the number of outstanding Company Options and Company RSUs already in existence and the Company G2 Growth Shares) does not exceed 604,157 Company Securities; (iii) (A) split, combine, recapitalize, subdivide, recapitalise or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 £500,000 individually or $3,000,000 £2,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business)party, or (C) guarantee or endorse any Indebtedness Indebtedness, Liability or obligation of the type referred to in clause (A) any Person in excess of $1,000,000 £500,000 individually or $3,000,000 £2,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except other than as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, set out in Schedule 8.2 (A) increase the wages, salaries or compensation of its employees employees, other than in the ordinary course of businessbusiness consistent with past practice, and in any event by no more than five percent (5%), (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of businessemployee, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for required by law, as fairly disclosed in any written agreements, the Company Disclosure Letter or in the ordinary course of business, business consistent with past practice or as required by applicable Lawand provided such employee is not a member of the Company Executive Leadership Team, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of businessTransactions, (F) hire any employee with an annual base salary greater than or equal to $500,000 £200,000, or engage any person as an independent contractorcontractor with annual compensation of £250,000 or more, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or cause, other than in the ordinary course of businessbusiness consistent with past practice or any employee who is a member of the Company Executive Leadership Team; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (Ai) modify, extend or enter into any Company Collective Bargaining Agreementlabour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (Bii) recognize recognise or certify any labor labour union, labor organizationlabour organisation, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, amend, or change or rescind any material election in respect of Taxesclaim, (B) election, or disclaimer relating to Taxes or amend any material Tax Return, settle or otherwise compromise any material Action in respect of relating to Taxes, (C) make any material change in its accounting or Tax policies policies, procedures or procedures, (D) methods or 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 obtained in the ordinary course of business), (EReturn) or enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, ) with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice (to the extent such past practice exists) or, on any such Tax Return, take any position that is materially inconsistent with a position taken (to the extent such prior position exists) in preparing or filing similar Tax Returns in prior periods, in each case, in a manner which materially and adversely affects the Taxes of the Target Companies; (x) (A) other than in the ordinary course of business or between Target Companies, (1) sell, assign, transfer or license any Company Owned IP Intellectual Property Rights to any Person, other than Incidental LicensesImmaterial Licenses or in the ordinary course of a business, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company registered Intellectual Property Rights, or (2) abandon, permit to lapse, or otherwise dispose of any material Company Registered IP, or (BC) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement or and is not otherwise subject to enforceable confidentiality obligations; (xxi) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract if entered into prior to the date hereof, in any case outside of the ordinary course of business; (xi) fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects other than in the ordinary course of business consistent with past practicescourse; (xii) enter into make any new line distribution of businesscash or property or otherwise declare or pay any dividend on, provided that for or make any payment on account of, the purposes purchase, redemption, defeasance, retirement or other acquisition of, any of this Section 8.2(b)(xii)its common shares, a new line of business does not include the business of technical management of vesselsas applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property; (xiii) fail to use commercially reasonable efforts to keep except in force insurance policies accordance with the Company’s accounting policy or replacement IFRS, revalue any of its material assets or revised policies providing insurance coverage with respect to its assetsmake any change in accounting methods, operations and activities in such amount and scope of coverage as are currently in effectprinciples or practices; (xiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $1,000,000 (£250,000 individually or £1,000,000 in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financial StatementsFinancials, as applicable; (xv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvi) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization organisation or any division thereof, or any material amount of assets outside the ordinary course of any such Person in each case, if the aggregate amount of consideration paid or transferred by the Target Companies would exceed $5,000,000 in the aggregatebusiness; (xvixvii) make any capital expenditures in excess of $£1,000,000 (individually for any project (or set of related projects) or $5,000,000 £2,000,000 in the aggregate); (xviixviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalisation or other reorganizationreorganisation; (xviiixix) enter into, amend, breach or terminate any Contract in respect of the Properties other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business; (xx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of £1,000,000 individually or £5,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Clause 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizationssecuritisations), or otherwise dispose of or create a Lien over any material portion of the its properties, assets or rights of the Target Companies, taken as a wholerights, other than (A) licensing of Intellectual Property Rights in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies business and (D) the sale or provision of goods or services to customers in the ordinary course of businessconsistent with past practice; (xixxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of equity securities Equity Securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into and consistent with past practice; (xxxxiii) make take any change action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in accounting methods, principles or practices, except as required by GAAPconnection with the Transactions; (Axxiv) change any methods of accounting in any material respect, other than changes that are made in accordance with newly effective accounting standards, or otherwise required by IFRS or applicable Law; (xxv) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions; (xxvi) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness and consistent with past practice not exceeding £100,000 in aggregate); or (xxiixxvii) authorize authorise or agree (whether in writing or orally) to do any of the foregoing actionsactions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoing.