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

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as required by this Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the SPAC Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; (B) split, combine or reclassify any Equity Securities of SPAC; or (C) other than in connection with the SPAC Shareholder Redemption or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency; (v) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related Party; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; or (xiv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 7.02 of the SPAC Disclosure Letter, as required expressly contemplated by this AgreementAgreement or any other Transaction Agreement (including as contemplated by any PIPE Financing), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the SPAC Organizational DocumentsDocuments of SPAC; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; (B) split, combine or reclassify any Equity Securities of SPAC; or (C) other than in connection with the exercise of any SPAC Shareholder Redemption Right by any SPAC Shareholder or as otherwise required by the SPAC Organizational Documents of SPAC in order to consummate the TransactionsTransactions or as contemplated by the Sponsor Support Agreement, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, adopt, change or revoke any material accounting method with respect to Taxes, file or amend any material Tax Return in a manner materially inconsistent with past practice, settle or compromise any material Tax claim or material Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency; (v) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related Party; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $250,000 in the aggregate; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in respect of a Working Capital Loan; (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities, other than the issuance of SPAC Shares in connection with the Sponsor Support Agreement; (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation incorporation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; or (xiv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational DocumentsDocuments of SPAC, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, 8.02 or as required contemplated by this Agreement, Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed), or as required by applicable Law (including COVID-19 Measuresdenied), SPAC shall not: (i) change change, modify or amend the Trust Agreement or the SPAC Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, SPAC; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, SPAC; or (C) other than in connection with the SPAC Shareholder Stockholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax tax election, adopt, adopt or change or revoke any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (iv) make any change in its jurisdiction of tax residencyaccounting principles or methods unless required by GAAP; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of SPAC (including (x) any Director or Officer of SPAC or anyone related by blood, marriage or adoption to any such person and (y) any Person with whom any Director or Officer of SPAC has a direct or indirect legal or contractual relationship or beneficial ownership interest of 5% or greater) or any other SPAC Related PartyAffiliate Agreement; (vi) enter into, renew or amend in any material respect, any transaction or Contract (including any Contract relating to SPAC Transaction Expenses; (vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (viiviii) enter into, renew or amend any employment contract or collective bargaining agreement, pay any special bonus or special remuneration to any director, officer, employee or contractor, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or independent contractors; (ix) acquire by merging or consolidating with, or by purchasing the assets of, or by any other manner, any business or Person or division thereof or otherwise acquire any assets; (x) adopt a plan of complete or partial liquidation, dissolution, merger, division transaction, consolidation or recapitalization; (xi) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viiixii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or businesscapital stock of, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existenceequity interests, (B) contemplated byequity equivalents, or incident or related tostock appreciation rights, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation phantom stock ownership interests or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on rights in, SPAC or any of its Affiliates (or the Company Subsidiaries or any of its Subsidiaries after the Closing); securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests or (xiB) authorizeamend, recommend, propose modify or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve waive any of the foregoing; terms or rights set forth in, any SPAC Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standardsthe Warrant Assumption Agreement); (xiii) enter into take any Contract with action or knowingly fail to take any brokeraction, finder, investment banker which action or other Person under which such Person is failure to act would reasonably be expected to prevent or will be entitled to any brokerage fee, finders’ fee or other commission in connection with impede the TransactionsTransactions from qualifying for the Intended Tax Treatment; or (xiv) enter into authorize any agreementof, or otherwise become obligatedcommit or agree to take, to do whether in writing or otherwise, any action prohibited under this Section 7.02(a)of, the foregoing actions. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) Agreement and all other agreements or Contracts to which the SPAC is may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 7.01 of the SPAC Disclosure Letter, as required expressly contemplated by this AgreementAgreement or any other Transaction Agreement (including as contemplated by any PIPE Financing), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the SPAC Organizational DocumentsDocuments of SPAC, other than in connection with an Extension Proposal; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; (B) split, combine or reclassify any Equity Securities of SPAC; or (C) other than in connection with the exercise of any SPAC Shareholder Redemption Right by any SPAC Shareholder or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactionsof SPAC, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof; (iv) make, (A) change or revoke any material Tax election, adopt(B) make any material Tax election except in the ordinary course of business consistent with past practice, (C) change or revoke any material accounting method with respect to Taxesa material Tax, (D) amend any material Tax Return, (E) settle or compromise any material Tax claim claim, Action or Tax liability, (F) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar Contract (other than customary commercial Contracts not primarily related to the sharing of Taxes), (G) enter into any material closing agreement with respect to any Tax, file any a material Tax Return in a manner materially inconsistent with past practiceany Governmental Authority, or (H) surrender any right to claim a refund of a material refund amount of Taxes, or (I) change its jurisdiction of tax residency; (v) enter into, renew or amend in any material respect, any transaction material Contract of SPAC, except for material Contracts entered into in the ordinary course of business; provided, however, that notwithstanding anything to the contrary contained in this Agreement, even if done in the ordinary course of business, SPAC shall not enter into, renew or amend in any respect, any Contract with a involving any SPAC Related Party; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $250,000 in the aggregate; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in respect of a Working Capital Loan in an aggregate amount not exceeding $1,500,000 (provided that any Working Capital Loans obtained by SPAC in connection with the Extension Proposal or in connection with obtaining the SPAC Shareholder Extension Approval shall not be taken into account in determining whether such $1,500,000 threshold has been met); (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity SecuritiesSecurities (except as set forth on Section 7.01(a)(viii) of the SPAC Disclosure Letter); (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation incorporation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; (xiv) form any Subsidiary; or (xivxv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a7.01(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational DocumentsDocuments of SPAC, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, the SPAC Parties shall, except as expressly required by this Agreement or the Transaction Agreements or as consented to in writing by the Company (which consent shall not be unreasonably conditioned, withheld or delayed) use its commercially reasonable efforts to conduct and operate its business in the ordinary course of business in all material respects. Without limiting the generality of the foregoing, during the Interim Period, except as set forth on Schedule 7.02, as required by this AgreementAgreement or the Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayeddelayed other than with to (clause (vii) and (xii), which consent may be conditioned, withheld or delayed in the Company’s sole discretion), or as required by applicable Law (including COVID-19 Measures)Law, SPAC shall notnot and shall not permit Merger Sub to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or enter into or amend any other agreement related to the Trust Account except as contemplated by the Domestication; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; SPAC or Merger Sub, (B) split, combine or reclassify any Equity Securities of SPAC; SPAC or Merger Sub, or (C) other than in connection with the SPAC Shareholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPACSPAC or Merger Sub; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, (B) adopt, change or revoke any material accounting method with respect to Taxes, (C) amend any Tax Return in a manner inconsistent with past practice, (D) settle or compromise any material Tax claim liability or Tax liabilityany Action, audit or other similar proceeding related to any amount of Taxes, (E) enter into any material closing agreement with respect to any Tax, file (F) consent to any material extension or waiver of the limitations period applicable to any Tax Return in a manner materially inconsistent with past practiceclaim or assessment, or (G) knowingly surrender any right to claim for a material refund of Taxes, or change its jurisdiction (H) enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any commercial agreement entered into in the ordinary course of tax residencybusiness and not primarily relating to Taxes); (viv) enter into, renew or amend in any material respect, any transaction or Contract with a Contract, other than those that SPAC Related Partyreasonably believes are necessary to effect the Closing; (viv) subject to Section 8.01(e), waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than Working Capital Loans up to $600,000; (vii) incur(A) hire any employee, guarantee (B) make any change in the management structure of any SPAC Party or otherwise become liable for (whether directlyC) except as expressly contemplated by this Agreement, contingently establish, adopt or otherwise) enter into any IndebtednessBenefit Plan; (viii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any SPAC Party (other than the Transactions); (ix) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any SPAC Party; (x) directly or indirectly acquire by merging or consolidating with, or by purchasing any assets of, or by purchasing any Equity Security in, or by any other manner, any Person; (xi) other than in connection with any Pre-Approved Arrangements, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; Securities (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related SPAC Warrants to be issued to SPAC’s formation Affiliates or continuing corporate (or similar) existenceshareholders in satisfaction of the Working Capital Loans incurred in compliance with this Agreement), (B) contemplated byamend, modify or incident waive any of the terms or related to, this Agreementrights set forth in, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder SPAC Warrant or the consummation applicable warrant agreement, including any amendment, modification or reduction of the Transactions warrant price set forth therein or (C) those that are administrative acquire any Equity Securities in any Person or ministerial; (x) enter into form any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoingSubsidiary; (xii) make any material change SPAC’s in accounting principles or methods of accounting in any material respectaccounting, other than changes that are made in accordance with PCAOB standardsas may be required by GAAP; (xiii) enter into any Contract with SPAC Related Party Transaction; (xiv) make, or commit to make, 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 Transactionscapital expenditures; or (xivxv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any SPAC Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any SPAC Party from using the funds held by SPAC outside the Trust Account to pay any SPAC expenses or liabilities or from otherwise distributing or paying over any funds held by SPAC outside the Trust Account to Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, the SPAC shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or material Contracts to which the SPAC is or its Subsidiaries may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, SPAC shall not, except (i) as expressly contemplated by this Agreement or any Transaction Document, (ii) as required by applicable Law, (iii) as set forth on Schedule 7.02, as required by this Agreement, Section 8.01 of the SPAC Disclosure Schedules or (iv) as consented to in writing by the Company in writing (which such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall notdo any of the following: (ia) change adopt any amendments, supplements, restatements or amend modifications to the Trust Agreement or the SPAC Organizational SPAC’s Governing Documents; (ii) (Ab) declare, set aside aside, make or pay any dividends a dividend on, or make any other distribution or payment in respect of any outstanding Equity Securities of SPAC; (B) splitof, combine or reclassify any Equity Securities of SPAC; SPAC or (C) other than in connection with the SPAC Shareholder Redemption any of its Subsidiaries, or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of SPACSPAC or any of its Affiliates, other than, for the avoidance of doubt, in connection with the SPAC Stockholder Redemption; (iiic) (A) mergeadjust, consolidatesplit, combine or amalgamate SPAC with any Person or (B) purchase combine, subdivide, recapitalize, reclassify or otherwise acquire (whether by merging effect any change in respect of any of its Equity Securities or consolidating with, purchasing permit the conversion of any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association Indebtedness into warrants or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency; (v) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related Party; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ixd) incur, create or assume any Indebtedness, except for Indebtedness for borrowed money in an amount not to exceed $1,000,000 individually or in the aggregate (“Permitted SPAC Indebtedness”); (e) make any loans or advances to, or capital contributions in, any other Person; (f) issue any Equity Securities or grant any additional options, warrants or stock appreciation rights with respect to its Equity Securities; (g) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving SPAC; (h) enter into any Contract (other than Contracts contemplated by this Agreement) which (i) require or will reasonably be expected to require payments by SPAC in excess of $150,000 in the aggregate, (ii) provide for material obligations of SPAC that will or will reasonably be expected to be performed or complied with following the Closing or under which material liabilities of SPAC will or will reasonably be expected to arise or remain outstanding on or following the Closing or (iii) will or will reasonably be expected to be otherwise material to SPAC other than, for the avoidance of doubt, in each case of (i) – (iii), any Contract relating to SPAC Transaction Expenses; (i) engage in any activities or business, other than activities or business (Ai) currently conducted by SPAC as of the date of this Agreement (ii) in connection with or incident or related to SPAC’s formation organization, incorporation or formation, as applicable, or continuing corporate (or similar) existenceexistence or as contemplated by SPAC’s SEC Reports, (Biii) contemplated by, or incident or related to, this Agreement, any other Agreement or the Transaction AgreementDocuments, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions transactions contemplated hereby or (Civ) those that are (A) administrative or ministerialministerial and (B) immaterial in nature; (xj) (i) amend, modify, adopt or enter into any settlementBenefit Plan or any benefit or compensation plan, conciliation policy, program or similar Contract that would require be a Benefit Plan if in effect as of the date of this Agreement or (ii) hire, engage or appoint, any payment from director, manager, officer or employee; (k) enter into, or modify or amend in any material respect any Contract between SPAC and any SPAC Related Party other than any Contracts between SPAC and the Trust Account or that would impose non-monetary obligations on SPAC or Sponsor and/or any of its Affiliates (pursuant to which SPAC incurs, creates or the Company or assumes any of its Subsidiaries after the Closing);Permitted SPAC Indebtedness; or (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiiil) 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; or (xiv) enter into any agreementtake, or otherwise become obligatedcause to be taken, to do any action prohibited under of the actions set forth in this Section 7.02(a)8.01. (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, the SPAC Parties shall, except as expressly required by this Agreement or the Transaction Agreements or as consented to in writing by the Company (which consent shall not be unreasonably conditioned, withheld or delayed) use its commercially reasonable efforts to conduct and operate its business in the ordinary course of business in all material respects. Without limiting the generality of the foregoing, during the Interim Period, except as set forth on Schedule 7.028.02, as required by this AgreementAgreement or the Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayeddelayed other than with to (clause (vii) and (xii), which consent may be conditioned, withheld or delayed in the Company’s sole discretion), or as required by applicable Law (including COVID-19 Measures)Law, SPAC shall notnot and shall not permit Holdings to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or enter into or amend any other agreement related to the Trust Account; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; SPAC or Holdings, (B) split, combine or reclassify any Equity Securities of SPAC; SPAC or Holdings, or (C) other than in connection with the SPAC Shareholder Stockholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPACSPAC or Holdings; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, (B) adopt, change or revoke any material accounting method with respect to Taxes, (C) amend any Tax Return in a manner inconsistent with past practice, (D) settle or compromise any material Tax claim liability or Tax liabilityany Action, audit or other similar proceeding related to any amount of Taxes, (E) enter into any material closing agreement with respect to any Tax, file (F) consent to any material extension or waiver of the limitations period applicable to any Tax Return in a manner materially inconsistent with past practiceclaim or assessment, or (G) knowingly surrender any right to claim for a material refund of Taxes, or change its jurisdiction (H) enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any commercial agreement entered into in the ordinary course of tax residencybusiness and not primarily relating to Taxes); (iv) take or permit to be taken, or fail to take or permit to be failed to be taken, any action that could reasonably be expected to impair, impede or prevent the Combination Transactions from qualifying for the Intended Tax Treatment, provided that, in each case, SPAC shall only be required to use commercially reasonable efforts to take or permit to be taken such action or inaction, and provided further that, nothing in this Section 7.02(a)(iv) shall require SPAC to (A) violate applicable Law or the governing documents of SPAC, (B) consent to or obtain any Potential Financing, (C) distribute cash from the Trust Account to the stockholders of SPAC or (D) cause the Pre-Closing SPAC Holders or Sponsor to exchange their shares of SPAC Common Stock for Equity Securities of an entity other than SPAC; (v) enter into, renew or amend in any material respect, any transaction or Contract with a Contract, other than those that SPAC Related Partyreasonably believes are necessary to effect the Closing; (vi) subject to Section 9.01(d), waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (vii) incurincur or assume any Indebtedness or guarantee any Indebtedness of another Person, guarantee issue or otherwise become liable for (whether directlysell any debt securities or warrants or other rights to acquire any debt securities of another Person, contingently or otherwise) any Indebtednessother than Working Capital Loans up to $1,500,000; (viii) (A) hire any employee, (B) make any change in the management structure of any SPAC Party or (C) except as expressly contemplated by this Agreement, establish, adopt or enter into any Benefit Plan; (ix) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any SPAC Party (other than the Transactions); (x) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any SPAC Party; (xi) directly or indirectly acquire by merging or consolidating with, or by purchasing any assets of, or by purchasing any Equity Security in, or by any other manner, any Person; (xii) other than in connection with any Pre-Approved Arrangements, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; Securities (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related SPAC Warrants to be issued to SPAC’s formation Affiliates or continuing corporate (or similar) existencestockholders in satisfaction of the Working Capital Loans incurred in compliance with this Agreement), (B) contemplated byamend, modify or incident waive any of the terms or related to, this Agreementrights set forth in, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder SPAC Warrant or the consummation applicable warrant agreement, including any amendment, modification or reduction of the Transactions warrant price set forth therein or (C) those that are administrative or ministerial; (x) enter into acquire any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting Equity Securities in any material respect, other than changes that are made in accordance with PCAOB standardsPerson or form any Subsidiary; (xiii) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (xiv) 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; orSPAC Related Party Transaction; (xivxv) make, or commit to make, any capital expenditures; (xvi) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a8.02(a). (b) Notwithstanding anything in this Section 8.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any SPAC Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any SPAC Party from using the funds held by SPAC outside the Trust Account to pay any SPAC expenses or liabilities or from otherwise distributing or paying over any funds held by SPAC outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, the SPAC shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or material Contracts to which the SPAC is or its Subsidiaries may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02‎7.02, as required by this Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed)writing, or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change change, amend, restate, supplement or amend otherwise modify any of the Trust Agreement or the SPAC Organizational Documents; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; (B) split, combine or reclassify any Equity Securities of SPAC; or (C) other than in connection with the SPAC Shareholder Redemption or as otherwise required by the SPAC Organizational Documents in order to consummate the TransactionsRedemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, in each case, if such action would be reasonably expected to materially increase the present or change future Tax liability of SPAC, the Company or any of its jurisdiction of tax residencySubsidiaries; (v) enter into, renew or amend in any material respect, any transaction or Contract with a an SPAC Related PartyParty (including any agreement or arrangements related to transaction bonuses or similar payments, however effected or whenever paid); (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtednessindebtedness; provided that, subject to and without limiting anything contained in this Agreement (including Article IX), this Section 7.2(a)(vii) shall not prevent SPAC from borrowing funds necessary to finance its ordinary course administrative costs and SPAC Expenses and expenses incurred in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (and the costs and expenses necessary for an extension of the deadline by which it must complete its Business Combination) in an aggregate amount not to exceed $1,000,000; (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities, other than issuance of SPAC Class A Shares in connection with the exercise of any SPAC Warrants outstanding on the date hereof, or (B) amend, modify or waive any of the terms or rights set forth in any SPAC Warrant or the Warrant Agreement (including the warrant price set forth therein); (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) (A) 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, or (B) incur any liabilities or obligations in connection with this Agreement or the Transactions other than as set forth on Schedule 7.02(a)(xiii); or (xiv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a‎7.02‎(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 7.01 of the SPAC Disclosure Letter, as required expressly contemplated by this AgreementAgreement or any other Transaction Agreement (including as contemplated by any PIPE Financing), as consented to in writing by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the SPAC Organizational DocumentsDocuments of SPAC, or authorize or propose the same; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; , (B) other than in connection with a conversion of the SPAC Class B Shares into SPAC Class A Shares in accordance with the Organizational Documents of SPAC, split, combine or reclassify any Equity Securities of SPAC; , or (C) other than in connection with any exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder or as otherwise required by a conversion of the SPAC Class B Shares into SPAC Class A Shares in accordance with the Organizational Documents in order to consummate the Transactionsof SPAC, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or Person, (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof, (C) sell, assign, lease, sublease, exclusively license, exclusively sublicense, pledge or otherwise transfer or dispose of or grant any option or exclusive rights in, to or under, any material assets of SPAC (other than in compliance with the Trust Agreement) or (D) make or agree to make any capital expenditures; (iv) make, (A) change or revoke any material Tax election, adopt(B) make any material Tax election except in the ordinary course of business consistent with past practice, (C) change or revoke any material accounting method with respect to Taxesa material Tax, (D) amend any material Tax Return, (E) settle or compromise any material Tax claim claim, Action or Tax liability, (F) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar Contract (other than commercial Contracts, the primary subject of which is not Taxes), (G) enter into any material closing agreement with respect to any Tax, file any a material Tax Return in a manner materially inconsistent with past practiceany Governmental Authority, or (H) surrender any right to claim a material refund of Taxes, a material amount of Taxes or (I) change its jurisdiction of tax residency; (v) except in the ordinary course consistent with past practice, enter into, amend, renew (other than any automatic renewal in accordance with its terms) or amend extend (other than any automatic extension in accordance with its terms) in any material respect, terminate (other than a termination related to a default by the counterparty or change in applicable Law), provide any transaction consent in relation to or waive any material rights under any material Contract with a SPAC Related Partyof SPAC; (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action claim, Action, litigation or compromise or settle any material liability, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $50,000 in the aggregate; (vii) incur, create, issue, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in respect of a Working Capital Loan, in an aggregate amount not exceeding $500,000; (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity SecuritiesSecurities (except for (A) any exercise of SPAC Warrants; (B) the conversion of SPAC Class B Shares into SPAC Class A Shares in accordance with SPAC’s Organizational Documents or (C) as set forth on Section 7.01(a)(viii) of the SPAC Disclosure Letter); (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation incorporation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; (xiv) hire any new employees or consultants or enter into any new employment or consulting agreements; (xv) form any Subsidiary; (xvi) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related Party (except for Working Capital Loans); or (xivxvii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a7.01(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational DocumentsDocuments of SPAC, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 7.02 of the SPAC Disclosure Schedules, as required contemplated by this Agreement (including any Transaction Financing) or any other Transaction Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement, the Sponsor Lock-Up and Support Agreement or the SPAC Organizational Documents, or change, amend or invalidate the Fee Arrangement; (ii) create or form any Subsidiary; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any outstanding Equity Securities of SPAC, other than any redemptions from the Trust Fund required by the Organizational Documents of SPAC; (B) splitsubdivide, combine consolidate or reclassify any Equity Securities of SPAC; or (C) other than in connection with the SPAC Shareholder Redemption Right or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of of, or other equity interests in, SPAC; (iiiiv) (A) fail to maintain its existence or merge, consolidate, combine consolidate or amalgamate SPAC with any Person or Person, (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof, or (C) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of SPAC (other than the transactions contemplated by this Agreement); (ivv) make any capital expenditure (provided, for the avoidance of doubt, the payment of SPAC Transaction Expenses does not constitute capital expenditures); (vi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (vii) make, change or revoke any material Tax election, adopt, election in a manner inconsistent with past practice; change or revoke any material accounting method with respect to Taxes, ; settle or compromise any material Tax claim or Tax liability, ; enter into any material closing agreement with any Governmental Authority with respect to any Tax, ; file any material Tax Return in a manner materially inconsistent with past practice, ; or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency; (vviii) (i) enter into, renew or amend in any material respect, any transaction or Contract, except for Contracts entered into in the ordinary course of business (including in respect of SPAC Transaction Expenses), (ii) extend, transfer, terminate or waive any right or entitlement of material value under any Contract, in a manner that is materially adverse to the SPAC; provided, however, even if done in the ordinary course of business, SPAC shall not enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related PartyParty (other than Working Capital Loans that the SPAC may obtain in the ordinary course of business and on substantially the same terms and conditions of the Working Capital Loans outstanding as of the date hereof, and except as set forth on Section 7.01 of SPAC Disclosure Schedules); (viix) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability, in each case, if such settlement would require payment by SPAC in an amount greater than $150,000 or admit criminal wrongdoing; (viix) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in relation to or for the purpose of funding SPAC Transaction Expenses; (viiixi) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities, other than pursuant to any Working Capital Loans that will not be repaid at Closing in an aggregate amount not exceeding $2,000,000; (ixxii) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation incorporation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (xxiii) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xixiv) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xiixv) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiiixvi) 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; (xvii) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to SPAC and their assets and properties; or (xivxviii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.027.01, as required contemplated by this AgreementAgreement and the Transaction Agreements, or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), neither SPAC shall notnor Merger Sub shall: (i) change change, modify or amend the Trust Agreement Agreement, the SPAC Organizational Documents, or the SPAC Merger Sub Organizational Documents; (ii) create or form any Subsidiary; (iii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPACcapital stock of, or other equity interests in, SPAC or Merger Sub; (B) split, combine or reclassify any Equity Securities of SPACcapital stock of, or other equity interests in, SPAC or Merger Sub; or (C) other than in connection with the SPAC Shareholder Redemption or as otherwise required by the SPAC Organizational Documents in order to consummate the TransactionsStockholder Redemption, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets capital stock of, or by any other manner) any corporationequity interests in, partnership, association SPAC or other business entity or organization or division thereofMerger Sub; (iv) make, change or revoke any material income Tax election, adopt, adopt or change or revoke any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, Taxes or change its jurisdiction consent to any extension or waiver of tax residencythe limitations period applicable to any material Tax claim or assessment; (v) enter into, renew or amend in any material respect, any transaction or Contract with any SPAC Affiliate Party (including (x) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor or SPAC Affiliate Party and (y) any Person in which any Sponsor has a SPAC Related Partydirect or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liability; (vii) adopt or amend any SPAC Benefit Plan, or enter into any employment contract or collective bargaining agreement or hire any person as an employee of SPAC or Merger Sub; (viii) directly or indirectly acquire, by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by purchasing all or a substantial portion of the equity securities in, or by any other manner, any line of business or any Person or division thereof; (ix) make any loans or advance any money or other property to any Person except for advances to officers of SPAC or Merger Sub for expenses not to exceed $10,000 individually or $100,000 in the aggregate; (x) make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of SPAC or Merger Sub, other than as may be required by applicable Law, GAAP or regulatory guidelines; (xi) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any IndebtednessIndebtedness of guarantee any liability of any Person; (viiixiii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, SPAC or Merger Sub or any activities securities convertible into, or businessany rights, warrants or options to acquire, any such capital stock or equity interests, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up issuance of SPAC or liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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 Common Stock in connection with the TransactionsPIPE Investment and/or the exercise of any SPAC Warrants outstanding on the date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any SPAC Warrant, the Public Warrant Agreement, or the Private Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; or (xiv) enter into any agreement, Contract or otherwise become obligated, commitment to do any action prohibited under this Section 7.02(a7.01(a). (b) During the Interim Period, the SPAC and Merger Sub shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Merger Sub Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, the SPAC Parties shall, except as expressly required by this Agreement or the Transaction Agreements or as consented to in writing by the Company (which consent shall not be unreasonably conditioned, withheld or delayed) use its commercially reasonable efforts to conduct and operate its business in the ordinary course of business in all material respects. Without limiting the generality of the foregoing, during the Interim Period, except as set forth on Schedule 7.02, as required by this AgreementAgreement or the Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayeddelayed other than with to (clause (vii) and (xii), which consent may be conditioned, withheld or delayed in the Company’s sole discretion), or as required by applicable Law (including COVID-19 Measures)Law, SPAC shall notnot and shall not permit Merger Sub and Merger Sub II to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or enter into or amend any other agreement related to the Trust Account; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; , Merger Sub or Merger Sub II, (B) split, combine or reclassify any Equity Securities of SPAC; , Merger Sub or Merger Sub II, or (C) other than in connection with the SPAC Shareholder Stockholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC, Merger Sub or Merger Sub II; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax electionelection in a manner inconsistent with past practice, (B) adopt, change or revoke any material accounting method with respect to Taxes, (C) amend any Tax Return in a manner inconsistent with past practice, (D) settle or compromise any material Tax claim liability or Tax liabilityany Action, audit or other similar proceeding related to any amount of Taxes, (E) enter into any material closing agreement with respect to any Tax, file (F) consent to any material extension or waiver of the limitations period applicable to any Tax Return in a manner materially inconsistent with past practiceclaim or assessment, or (G) knowingly surrender any right to claim for a material refund of Taxes, or change its jurisdiction (H) enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any commercial agreement entered into in the ordinary course of tax residencybusiness and not primarily relating to Taxes); (iv) take or permit to be taken, or fail to take or permit to be failed to be taken, any action that could reasonably be expected to impair, impede or prevent the Transactions from qualifying for the Intended Tax Treatment (including that could reasonably be expected to result in SPAC or Merger Sub being classified as an “investment company” as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code), provided that, in each case, SPAC shall only be required to use commercially reasonable efforts to take or permit to be taken such action or inaction, and provided further that, nothing in this Section 7.02(a)(iv) shall require SPAC to (A) violate applicable Law or the governing documents of SPAC, (B) consent to or obtain any Potential Financing, (C) distribute cash from the Trust Account to the shareholders of SPAC or (D) cause the Pre-Closing SPAC Holders or Sponsor to exchange their shares of SPAC Common Stock for Equity Securities of an entity other than SPAC; (v) enter into, renew or amend in any material respect, any transaction or Contract with a Contract, other than those that SPAC Related Partyreasonably believes are necessary to effect the Closing; (vi) subject to Section 8.01(f), waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (vii) incurincur or assume any Indebtedness or guarantee any Indebtedness of another Person, guarantee issue or otherwise become liable for (whether directlysell any debt securities or warrants or other rights to acquire any debt securities of another Person, contingently or otherwise) any Indebtednessother than Working Capital Loans up to $1,500,000; (viii) (A) hire any employee, (B) make any change in the management structure of any SPAC Party or (C) except as expressly contemplated by this Agreement, establish, adopt or enter into any Benefit Plan; (ix) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any SPAC Party (other than the Transactions); (x) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any SPAC Party; (xi) directly or indirectly acquire by merging or consolidating with, or by purchasing any assets of, or by purchasing any Equity Security in, or by any other manner, any Person; (xii) other than in connection with any Pre-Approved Arrangements, (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; Securities (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related SPAC Warrants to be issued to SPAC’s formation Affiliates or continuing corporate (or similar) existencestockholders in satisfaction of the Working Capital Loans incurred in compliance with this Agreement), (B) contemplated byamend, modify or incident waive any of the terms or related to, this Agreementrights set forth in, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder SPAC Warrant or the consummation applicable warrant agreement, including any amendment, modification or reduction of the Transactions warrant price set forth therein or (C) those that are administrative or ministerial; (x) enter into acquire any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting Equity Securities in any material respect, other than changes that are made in accordance with PCAOB standardsPerson or form any Subsidiary; (xiii) pay or agree to pay SPAC Transaction Expenses such that the aggregate amount of SPAC Transaction Expenses exceed $17,500,000; (xiv) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (xv) enter into any Contract with SPAC Related Party Transaction; (xvi) make, or commit to make, 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 Transactionscapital expenditures; or (xivxvii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) Notwithstanding anything in this Section 7.02 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of any SPAC Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any SPAC Party from using the funds held by SPAC outside the Trust Account to pay any SPAC expenses or liabilities or from otherwise distributing or paying over any funds held by SPAC outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing. (c) During the Interim Period, the SPAC shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or material Contracts to which the SPAC is or its Subsidiaries may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.028.03 to the disclosure schedules of SPAC, as reasonably required in connection with the SPAC Extension, as contemplated by this Agreement, as required by this Agreement, applicable Law or any Governmental Authority or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of clauses (i), (ii), (iv), (vii) and (viii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), SPAC shall notnot and each shall not permit any of its Subsidiaries to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, SPAC; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, SPAC; or (C) other than in connection with the SPAC Shareholder Stockholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax tax election, adopt, adopt or change or revoke any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, consent to any extension or change waiver of the limitations period applicable to any material Tax claim or assessment, or enter into any Tax sharing or Tax indemnification agreement or similar agreement (except, in each case, for such agreements that are commercial agreements not primarily relating to Taxes) or take any similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability of the Company or any of its jurisdiction of tax residencySubsidiaries in a manner that will disproportionately affect Company’s stockholders (as compared to the SPAC Stockholders) after the Closing; (iv) take or cause to be taken any action, or knowingly fail to take or cause to be taken 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; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of SPAC (including, for the avoidance of doubt, (x) Sponsor or anyone related by blood, marriage or adoption to any Sponsor and (y) any Person in which any Sponsor has a SPAC Related Partydirect or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness;; provided, that SPAC shall be authorized to issue the Extension Promissory Note; or (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or businesscapital stock of, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existenceequity interests, (B) contemplated byequity equivalents, or incident or related tostock appreciation rights, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation phantom stock ownership interests or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on rights in, SPAC or any of its Affiliates (or the Company Subsidiaries or any of its Subsidiaries after the Closing); (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; or (xiv) enter into any agreementsecurities convertible into, or otherwise become obligatedany rights, warrants or options to do acquire, any action prohibited under this Section 7.02(a)such capital stock or equity interests. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is or its Subsidiaries may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on SPAC Schedule 7.02, as required expressly contemplated by this Agreement, Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures), SPAC shall notnot and each shall not permit any of its Subsidiaries to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) create or form any Subsidiary; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of SPACshares or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of SPACits shares or other equity interests; or (C) other than in connection with the redemption of any shares of SPAC Shareholder Redemption Common Stock required by the Offer or Extension Proposal or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets shares of, or by any other manner) any corporationequity interests in, partnership, association or other business entity or organization or division thereofSPAC; (iv) (A) make, revoke or change or revoke any material Tax election, adopt, (B) adopt or change or revoke any material Tax accounting method method, (C) file any amendment to a material Tax Return, (D) enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to any material Tax Taxes, (E) consent to any extension or waiver of the statutory period of limitations applicable to any claim or Tax liabilityassessment in respect of material Taxes, or (F) enter into any material closing Tax sharing or similar agreement with respect (excluding any commercial agreements not primarily related to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency); (v) take any action, or fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the relevant portions of the Transactions from qualifying for their respective Intended Tax Treatments; (vi) other than as set forth on SPAC Schedule 7.02(a)(vi) or as permitted pursuant to clause (vii) or (viii), enter into, renew or amend in any material respect, any transaction SPAC Affiliate Agreement (or Contract with any Contract, that if existing on the Original Effective Date, would have constituted a SPAC Related PartyAffiliate Agreement); (vivii) enter into any arrangement to provide compensation or management or consultancy fees to any officer or director of SPAC, provided that SPAC shall be permitted to enter into arrangements with a substitute director of SPAC following the departure of an incumbent director of SPAC to the extent required to comply with the rules of the Approved Exchange on which the shares of SPAC Class A Common Stock are listed for trading on substantially the same terms as arrangements with officers or directors of SPAC as of the Original Effective Date; provided, further, that the annual compensation provided to such substitute director shall not exceed $150,000; (viii) enter into, or amend or modify any material term of (in a manner adverse to SPAC or any of its Subsidiaries), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on SPAC Schedule 5.17(a) (or any Contract, that if existing on the Original Effective Date, would have been required to be listed on SPAC Schedule 5.17(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which SPAC or its Subsidiaries is a party or by which it is bound; provided SPAC shall be permitted to borrow up to $2,000,000 from Sponsor subsequent to the Original Effective Date in the form of working capital loans, with terms as described in the SPAC SEC Reports; (ix) waive, release, compromiseassign, pay, discharge, compromise or settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action, whether or not commenced prior to the Original Effective Date) or compromise or settle any material liabilityliability (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of the amount set forth in SPAC Schedule 7.02(a)(vi); (viix) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtednessaggregate Indebtedness in excess of $500,000, other than in respect of and/or to fund fees and expenses incurred in connection with the Transactions or an Alternative Financing, provided SPAC shall be permitted to borrow up to $2,000,000 from Sponsor subsequent to the Original Effective Date in the form of working capital loans, with terms as described in the SPAC SEC Reports; (viiixi) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated byshares of, or incident or related toother equity interests in, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such shares or equity interests other than in connection with an Alternative Financing or (B) amend, modify or waive any of the terms or rights set forth in, any SPAC Warrant or the Company Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement or the Warrant Agreement Amendment; (xii) except as contemplated by this Agreement or the Transactions, adopt or amend any SPAC Benefit Plan, or enter into any employment contract or collective bargaining agreement; (xiii) except as contemplated by this Agreement, enter into, renew or amend, in any material respect, any transaction or Contract with Sponsor or any of its Subsidiaries after the Closing)other Affiliates; (xixiv) authorize(i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt, recommend, propose or announce an intention to adopt enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, amalgamation restructuring, recapitalization, dissolution recapitalization or winding-up of other reorganization involving SPAC or liquidate, dissolve, reorganize or otherwise wind-up its Subsidiaries (other than the business or operations of SPAC or resolve to approve any of the foregoingTransactions); (xiixv) change SPAC’s methods of accounting in make any material respect, other than changes that are made in accordance with PCAOB standardscapital expenditures; (xiiixvi) 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, except travel or similar advances to employees, directors or officers of SPAC in the ordinary course of business consistent with past practice; (xvii) enter into any Contract new line of business outside of the business currently conducted by SPAC and its Subsidiaries as of the Original Effective Date; (xviii) revalue any of its assets in any manner or make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xix) voluntarily fail to maintain, cancel or materially change coverage, in a manner materially detrimental to SPAC, under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with any broker, finder, investment banker or other Person under which such Person is or will be entitled respect to any brokerage fee, finders’ fee or other commission in connection with the TransactionsSPAC and its Subsidiaries and their assets and properties; or (xivxx) enter into any agreement, agreement or undertaking or otherwise become obligated, agree or commit to do any action prohibited under this Section 7.02(a)7.02. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) Agreement and all other agreements or Contracts to which the SPAC is or its Subsidiaries may be a party. (c) Notwithstanding anything to the contrary contained herein, any action taken, or omitted to be taken, by SPAC or any of its Subsidiaries pursuant to any Law, directive, pronouncement or guideline issued by any Governmental Authority or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic, epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 7.02.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on SPAC Schedule 7.02, as required expressly contemplated by this Agreement, Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures), SPAC shall notnot and each shall not permit any of its Subsidiaries to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) create or form any Subsidiary; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of SPACshares or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of SPACits shares or other equity interests; or (C) other than in connection with the redemption of any shares of SPAC Shareholder Redemption Common Stock required by the Offer or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets shares of, or by any other manner) any corporationequity interests in, partnership, association or other business entity or organization or division thereofSPAC; (iv) make, revoke or change or revoke any material Tax election, adopt, adopt or change or revoke any material Tax accounting method or period, file any amendment to or otherwise materially change a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Authority in respect of material Taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes or in respect of any material Tax attribute that would give rise to any claim of assessment of Taxes, or Tax liability, enter into any material closing Tax sharing or similar agreement with respect (excluding any commercial contract not primarily related to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency); (v) 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 Mergers from qualifying for the Intended Tax Treatment; (vi) other than as set forth on SPAC Schedule 7.02(a)(vi), enter into, renew or amend in any material respect, any transaction SPAC Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constitute a SPAC Related PartyAffiliate Agreement); (vivii) enter into, or amend or modify any material term of (in a manner adverse to SPAC or any of its Subsidiaries), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on SPAC Schedule 5.17(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on SPAC Schedule 5.17(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which SPAC or its Subsidiaries is a party or by which it is bound; (viii) waive, release, compromise, compromise or settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liabilityliability in excess of the amount set forth in SPAC Schedule 7.02(a)(viii); (viiix) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in respect of and/or to fund fees and expenses incurred in connection with the Transactions; (viiix) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated byshares of, or incident or related toother equity interests in, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such shares or equity interests, other than (i) in connection with the exercise of any SPAC Warrants outstanding on the date hereof, (ii) the Transactions (including the transactions contemplated by the Subscription Agreements) or (iii) SPAC Class A Common Stock or Pubco Common Stock at a purchase price payable to SPAC or Pubco, as applicable, equal to or greater than ten dollars ($10.00) per share (before calculating any transaction expenses), in each case, with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed) (any agreement in respect of the purchase and sale of such SPAC Class A Common Stock or Pubco Common Stock in compliance with this clause (iii), an “Acceptable Subscription Agreement”) or (B) amend, modify or waive any of the terms or rights set forth in, any SPAC Warrant or the Company Warrant Agreement, including any amendment, modification or any reduction of its Subsidiaries after the Closing)warrant price set forth therein, other than pursuant to the Sponsor Agreement; (xi) authorizeexcept as contemplated by this Agreement, recommendadopt or amend any SPAC Benefit Plan, propose or announce an intention enter into any employment contract or collective bargaining agreement; (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, dissolution recapitalization or winding-up other reorganization of SPAC or liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; its Subsidiaries (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standardsthe Transactions); (xiii) make any capital expenditures; (xiv) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any Contract “keep well” or similar agreement to maintain the financial condition of any other Person; (xv) enter into any new line of business outside of the business currently conducted by SPAC and its Subsidiaries as of the date of this Agreement; (xvi) make any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xvii) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with any broker, finder, investment banker or other Person under which such Person is or will be entitled respect to any brokerage fee, finders’ fee or other commission in connection with the TransactionsSPAC and its Subsidiaries and their assets and properties; or (xivxviii) enter into any agreement, agreement or otherwise become obligated, undertaking to do any action prohibited under this Section 7.02(a)7.02. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) Agreement and all other agreements or Contracts to which the SPAC is or its Subsidiaries may be a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on SPAC Schedule 7.02, as required expressly contemplated by this Agreement, Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by applicable Law (including COVID-19 Measures), SPAC shall notnot and each shall not permit any of its Subsidiaries to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) create or form any Subsidiary; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding Equity Securities of SPACshares or other equity interests; (B) split, combine combine, reclassify or reclassify otherwise change any Equity Securities of SPACits shares or other equity interests; or (C) other than in connection with the redemption of any shares of SPAC Shareholder Redemption Common Stock required by the Offer or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets shares of, or by any other manner) any corporationequity interests in, partnership, association or other business entity or organization or division thereofSPAC; (iv) (A) make, revoke or change or revoke any material Tax election, adopt, (B) adopt or change or revoke any material Tax accounting method method, (C) file any amendment to a material Tax Return, (D) enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to any material Tax Taxes, (E) consent to any extension or waiver of the statutory period of limitations applicable to any claim or Tax liabilityassessment in respect of material Taxes, or (F) enter into any material closing Tax sharing or similar agreement with respect (excluding any commercial agreements not primarily related to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, or change its jurisdiction of tax residency); (v) take any action, or fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the relevant portions of the Transactions from qualifying for their respective Intended Tax Treatments; (vi) other than as set forth on SPAC Schedule 7.02(a)(vi) or as permitted pursuant to clause ‎(vii) or ‎(viii), enter into, renew or amend in any material respect, any transaction SPAC Affiliate Agreement (or Contract with any Contract, that if existing on the date hereof, would have constituted a SPAC Related PartyAffiliate Agreement); (vivii) enter into any arrangement to provide compensation or management or consultancy fees to any officer or director of SPAC, provided that SPAC shall be permitted to enter into arrangements with a substitute director of SPAC following the departure of an incumbent director of SPAC to the extent required to comply with NYSE rules on substantially the same terms as arrangements with officers or directors of SPAC as of the date hereof; provided, further, that the annual compensation provided to such substitute director shall not exceed $150,000; (viii) enter into, or amend or modify any material term of (in a manner adverse to SPAC or any of its Subsidiaries), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Contract of a type required to be listed on SPAC Schedule 5.17(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on SPAC Schedule 5.17(a)) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which SPAC or its Subsidiaries is a party or by which it is bound; provided SPAC shall be permitted to borrow up to $1,000,000 from Sponsor subsequent to the date hereof in the form of working capital loans, with terms as described in the SPAC SEC Reports; (ix) waive, release, compromiseassign, pay, discharge, compromise or settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action, whether or not commenced prior to the date of this Agreement) or compromise or settle any material liabilityliability (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of the amount set forth in SPAC Schedule 7.02(a)(vi); (viix) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtednessaggregate Indebtedness in excess of $500,000, other than in respect of and/or to fund fees and expenses incurred in connection with the Transactions, provided SPAC shall be permitted to borrow up to $1,000,000 from Sponsor subsequent to the date hereof in the form of working capital loans, with terms as described in the SPAC SEC Reports; (viiixi) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated byshares of, or incident or related toother equity interests in, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such shares or equity interests other than in connection with an Alternative Financing or (B) amend, modify or waive any of the terms or rights set forth in, any SPAC Warrant or the Company Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Agreement; (xii) except as contemplated by this Agreement or the Transactions, adopt or amend any SPAC Benefit Plan, or enter into any employment contract or collective bargaining agreement; (xiii) except as contemplated by this Agreement, enter into, renew or amend, in any material respect, any transaction or Contract with Sponsor or any of its Subsidiaries after the Closing)other Affiliates; (xixiv) authorize(i) fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or (ii) adopt, recommend, propose or announce an intention to adopt enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, amalgamation restructuring, recapitalization, dissolution recapitalization or winding-up of other reorganization involving SPAC or liquidate, dissolve, reorganize or otherwise wind-up its Subsidiaries (other than the business or operations of SPAC or resolve to approve any of the foregoingTransactions); (xiixv) change SPAC’s methods of accounting in make any material respect, other than changes that are made in accordance with PCAOB standardscapital expenditures; (xiiixvi) 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, except travel or similar advances to employees, directors or officers of SPAC in the ordinary course of business consistent with past practice; (xvii) enter into any Contract new line of business outside of the business currently conducted by SPAC and its Subsidiaries as of the date of this Agreement; (xviii) revalue any of its assets in any manner or make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xix) voluntarily fail to maintain, cancel or materially change coverage, in a manner materially detrimental to SPAC, under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with any broker, finder, investment banker or other Person under which such Person is or will be entitled respect to any brokerage fee, finders’ fee or other commission in connection with the TransactionsSPAC and its Subsidiaries and their assets and properties; or (xivxx) enter into any agreement, agreement or undertaking or otherwise become obligated, agree or commit to do any action prohibited under this Section 7.02(a)‎Section 7.02. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) Agreement and all other agreements or Contracts to which the SPAC is or its Subsidiaries may be a party. (c) Notwithstanding anything to the contrary contained herein, any action taken, or omitted to be taken, by SPAC or any of its Subsidiaries pursuant to any Law, directive, pronouncement or guideline issued by any Governmental Authority or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic, epidemic or disease outbreak shall in no event be deemed to constitute a breach of this ‎Section 7.02.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, as required by this Agreement or the Sponsor Support Agreement, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the SPAC Organizational Documents; (ii) create or form any Subsidiary; (iii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any outstanding Equity Securities of SPAC; (B) splitsubdivide, combine consolidate or reclassify any Equity Securities of SPAC; or (C) other than in connection with the SPAC Shareholder Redemption Right or as otherwise required by the SPAC Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of of, or other equity interests in, SPAC; (iiiiv) (A) fail to maintain its existence or merge, consolidate, combine consolidate or amalgamate SPAC with any Person or Person, (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof, or (C) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the SPAC (other than the transactions contemplated by this Agreement); (ivv) make any capital expenditures; (vi) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (vii) make, change or revoke any material Tax election, adopt, election in a manner inconsistent with past practice; change or revoke any material accounting method with respect to Taxes, ; settle or compromise any material Tax claim or Tax liability, ; enter into any material closing agreement with any Governmental Authority with respect to any Tax, ; file any material Tax Return in a manner materially inconsistent with past practice, or ; defer any Taxes as a result of a COVID-19 Measure; surrender any right to claim a material refund of Taxes; or knowingly take any action that would reasonably be expected to prevent, impair, or change its jurisdiction of tax residencyimpede the Mergers from qualifying for the Intended Tax Treatment; (vviii) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related Party; (viix) waive, release, compromise, settle or satisfy any pending or threatened material claim Action if such settlement would require payment by SPAC in an amount greater than $150,000 or Action or compromise or settle any material liabilityadmit criminal wrongdoing; (viix) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than working capital loans; (viiixi) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ixxii) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (xxiii) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); (xixiv) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xiixv) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiiixvi) 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; (xvii) voluntarily fail to maintain or cancel coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to SPAC and its Subsidiaries and their assets and properties; or (xivxviii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is a party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02Section 7.02 of the SPAC Disclosure Letter, as required expressly contemplated by this AgreementAgreement or any other Transaction Agreement (including as contemplated by any PIPE Financing), as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), SPAC shall not: (i) change or amend the Trust Agreement or the Organizational Documents of SPAC Organizational Documents(except if necessary to extend the duration within which it has to complete the business combination contemplated by this Agreement); (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of SPAC; (B) split, combine or reclassify any Equity Securities of SPAC; or (C) other than in connection with the exercise of any SPAC Shareholder Redemption Right by any SPAC Shareholder or as otherwise required by the SPAC Organizational Documents of SPAC in order to consummate the TransactionsTransactions or as contemplated by the Sponsor Support Agreement, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax election, election in a manner inconsistent with past practice; adopt, change or revoke any material accounting method with respect to Taxes, settle ; file or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file amend any material Tax Return in a manner materially inconsistent with past practice, ; settle or compromise any material Tax claim or material Tax Liability; enter into any material closing agreement with respect to any Tax; surrender any right to claim a material refund of Taxes, ; or change its jurisdiction of tax residency; (v) enter into, renew or amend in any material respect, any transaction or Contract with a SPAC Related PartyParty other than as may be permitted by clause (vii) of this Section 7.02(a); (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any material liabilityLiability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than in respect of a Working Capital Loan or with respect to the extension of the period of time in which SPAC must complete the initial business combination contemplated by this Agreement; (viii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity SecuritiesSecurities (except to the extent that any Working Capital Loans are convertible into Equity Securities of SPAC); (ix) engage in any activities or business, other than activities or business (A) in connection with or incident or related to SPAC’s formation incorporation or continuing corporate (or similar) existence, (B) contemplated by, or incident or related to, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial, in each case, which are immaterial in nature; (x) enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing)) that would have a Material Adverse Effect; (xi) 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 liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards; (xiii) 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; or (xiv) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.02(a). Notwithstanding anything in this Section 7.02(a) or this Agreement to the contrary, but without limiting the terms of this Section 7.02(a), nothing set forth in this Section 7.02 shall give the Company, directly or indirectly, the right to control or direct the operations of SPAC. (b) During the Interim Period, the SPAC shall comply with, and continue performing under, as applicable, the SPAC Organizational DocumentsDocuments of SPAC, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is party.

Conduct of SPAC During the Interim Period. (a) During the Interim Period, except as set forth on Schedule 7.02, ‎8.03 or as required contemplated by this Agreement, Agreement or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied, except, in the case of clauses ‎(i), (ii), ‎(iv), ‎(vii) and ‎(viii) below, as to which the Company’s consent may be granted or as required by applicable Law (including COVID-19 Measureswithheld in its sole discretion), SPAC shall notnot and each shall not permit any of its Subsidiaries to: (i) change change, modify or amend the Trust Agreement or Agreement, the SPAC Organizational DocumentsDocuments or the organizational documents of Merger Sub; (ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of capital stock of, or other equity interests in, SPAC; (B) split, combine or reclassify any Equity Securities of capital stock of, or other equity interests in, SPAC; or (C) other than in connection with the SPAC Shareholder Stockholder Redemption or as otherwise required by the SPAC SPAC’s Organizational Documents in order to consummate the Transactionstransactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of capital stock of, or other equity interests in, SPAC; (iii) (A) merge, consolidate, combine or amalgamate SPAC with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iv) make, change or revoke any material Tax tax election, adopt, adopt or change or revoke any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax claim or Tax liability, enter into any material closing agreement with respect to any Tax, file any material Tax Return in a manner materially inconsistent with past practice, or surrender any right to claim a material refund of Taxes, consent to any extension or change waiver of the limitations period applicable to any material Tax claim or assessment, or enter into any Tax sharing or Tax indemnification agreement (except, in each case, for such agreements that are commercial contracts not primarily relating to Taxes) or similar agreement or take any similar action relating to Taxes, if such election, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of the Company or any of its jurisdiction of tax residencySubsidiaries in a manner that will disproportionately affect Company’s stockholders (as compared to the SPAC’s stockholders) after the Closing; (iv) take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act could reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment; (v) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of SPAC (including, for the avoidance of doubt, (x) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (y) any Person in which any Sponsor has a SPAC Related Partydirect or indirect legal, contractual or beneficial ownership interest of 5% or greater); (vi) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or Action threatened Action) or compromise or settle any material liability; (vii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness;; or (viii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities; (ix) engage in any activities or businesscapital stock of, other than activities or business (A) in connection with or incident or related to SPAC’s formation or continuing corporate (or similar) existenceequity interests, (B) contemplated byequity equivalents, or incident or related tostock appreciation rights, this Agreement, any other Transaction Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (C) those that are administrative or ministerial; (x) enter into any settlement, conciliation phantom stock ownership interests or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on rights in, SPAC or any of its Affiliates (or the Company Subsidiaries or any of its Subsidiaries after the Closing); (xi) authorizesecurities convertible into, recommendor any rights, propose warrants or announce an intention options to adopt a plan of complete acquire, any such capital stock or partial liquidation, restructuring, recapitalization, dissolution or winding-up of SPAC or liquidate, dissolve, reorganize or otherwise wind-up the business or operations of SPAC or resolve to approve any of the foregoing; (xii) change SPAC’s methods of accounting in any material respectequity interests, other than changes that are made in accordance with PCAOB standards; (xiiix) 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 issuance of SPAC Class A Common Stock in connection with the Transactions; or exercise of any SPAC Warrants outstanding on the date hereof or (xivy) enter into issuance of SPAC Class A Common Stock at not less than $10 per share on the terms set forth in the Subscription Agreements or (B) amend, modify or waive any agreementof the terms or rights set forth in, any SPAC Warrant or otherwise become obligatedthe Warrant Agreement, to do including any action prohibited under this Section 7.02(a)amendment, modification or reduction of the warrant price set forth therein. (b) During the Interim Period, the SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements (to the extent in effect during the Interim Period) and all other agreements or Contracts to which the SPAC is or its Subsidiaries may be a party.