Common use of Consents and Requisite Governmental Approvals; No Violations Clause in Contracts

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party with respect to such ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) (A) the filing with the SEC of the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effect. (b) None of the execution or delivery by an ARYA Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of an ARYA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA any SPAC Party with respect to such ARYA SPAC Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares Class A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo Merger Sub pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10SPAC Stockholder Approval, or (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a SPAC Material Adverse Effect. (b) None of Subject to Section 4.3(a), neither the execution execution, delivery or delivery performance by an ARYA any SPAC Party of this Agreement or any nor the Ancillary Document Documents to which it any SPAC Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA any SPAC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA any SPAC Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA SPAC Party or any of its properties or assets are subject or bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA any SPAC Party, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectbe material to the SPAC Parties taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) the filing of the Company Certificate of Merger, (iii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, Nasdaq or (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None Except as set forth on Section 3.5(b) of the Company Disclosure Schedules, none of the execution or delivery by an ARYA Party the Company of this Agreement or any Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party the Company of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Company’s Governing Documents Documents, or any of an ARYA Partythe Company Shareholders Agreements, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, (iv) applicable requirements of and filings under the filing of the ARYA Plan of Merger Israeli Securities Law, 1968, and the rules and regulations thereunder or any other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandssimilar Laws, (v) the approvals Company Shareholder Approval and consents to be obtained by HoldCo pursuant to Section 5.9the Company Preferred Shareholder Approval, (vi) the approvals and consents to be obtained by ARYA Merger Sub filings pursuant to Section 5.10any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions, or (viii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse EffectEffect or reasonably be expected to have a material adverse effect on the ability of either Company Party to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Atlas Party with respect to such ARYA Atlas Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo Atlas New Class A Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan Certificate of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsMerger, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9filing of the Post-Closing Atlas Certificate of Incorporation, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.105.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Atlas Stockholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Atlas Material Adverse Effect. (b) None of the execution or delivery by an ARYA Atlas Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an ARYA Atlas Party of its obligations hereunder or thereunder or the consummation by an ARYA Atlas Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of an ARYA Atlas Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Atlas Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Atlas Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Atlas Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Atlas Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Longview Party with respect to such ARYA Longview Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a), 15(d) or 15(d) 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq the NYSE to permit the HoldCo Shares Longview Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan Certificate of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsMerger, (v) the approvals and consents to be obtained by HoldCo Merger Sub pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Longview Stockholder Approval or (ixvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Longview Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Longview Party of this Agreement or any nor the Ancillary Document Documents to which it an Longview Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Longview Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA Longview Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Longview Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Longview Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Longview Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Longview Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s executionexecution or delivery of, delivery or performance of its obligations under under, this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the transactions contemplated by this Agreement and Ancillary Documents, or the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred filings pursuant to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, any applicable Antitrust Laws or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse EffectSPAC Stockholder Approval. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to be material to the SPAC or reasonably be expected to have an ARYA Material Adverse Effecta material effect on the ability of SPAC to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings, notifications, Consents or Permits under any applicable United States or foreign competition, antitrust, merger control or foreign investment Laws, as set forth in Section 3.5(a) of the Company Disclosure Schedules, including the pre-merger notification requirements of the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (iii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiv) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals Company Shareholder Approval and consents to be obtained by HoldCo pursuant to Section 5.9Company Preferred Shareholder Approval, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effectnot, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, or (vii) as otherwise set forth in Section 3.5(a) of the Company Disclosure Schedules. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s or Group Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectnot, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, or (v) result in the triggering, acceleration, or increase of payment to any Person or accelerated vesting of any Company Option.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.6 of the Company Disclosure Schedules, no consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares Class A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) obtaining the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Company Stockholder Written Consent, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Subject to Section 3.6(a), neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party the Company or any of its Subsidiaries is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party the Company or any of its Subsidiaries or any of their respective properties or assets are subject or bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partythe Company or any of its Subsidiaries, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectbe material to the Company and its Subsidiaries taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the transactions contemplated by this Agreement and Ancillary Documents, or the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, Merger or (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse EffectSPAC Stockholder Approval. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effecta material adverse effect or prevent, materially delay or materially impair the ability of SPAC to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) applicable requirements of the HSR Act and any other applicable Antitrust Law, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (iii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiv) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals Company Stockholder Approval and consents to be obtained by HoldCo pursuant to Section 5.9the Company Preferred Stockholder Approval, and (vi) approval by the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10FLOIR of the Florida Change of Control filing, (vii) filing of the approvals TDI Filing and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectindividually or in the aggregate, reasonably be expected to be material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party TopCo with respect to such ARYA PartyTopCo’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq and Nasdaq First North to permit the HoldCo TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNasdaq and Nasdaq First North, (iv) the filing of the ARYA Plan of First Merger Documents and the other documents referred to in Section 2.1(c)(ii) with Second Merger Documents under the Registrar of Companies applicable law of the Cayman IslandsIslands or of Luxembourg, as applicable, or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party TopCo of this Agreement or any nor the Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the TopCo Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which an ARYA Party TopCo is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party TopCo or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a JAWS Party with respect to such ARYA Party’s its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo JAWS Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.105.8, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA JAWS Shareholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a JAWS Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA a JAWS Party of this Agreement or any nor the Ancillary Document Documents to which it such JAWS Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA such JAWS Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA a JAWS Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA such JAWS Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA JAWS Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a JAWS Party, except in the case of any of clauses clause (ii) through clause (iv) above, as would not have an ARYA a JAWS Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or therebyby this agreement, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing receipt of the Company Certificate of MergerIsraeli Securities Law Approvals, (iv) applicable requirements of and filings under the filing of the ARYA Plan of Merger and the Israeli Securities Law or any other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandssimilar Laws, (v) compliance and filings with the approvals TASE, the ISA, the ITA, and consents to be obtained by HoldCo pursuant to Section 5.9the Companies Registrar, (vi) the approvals Company Equityholder Approval, which shall have been secured on or prior to the Equity Exchange Effective Time, and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be excepted to have an ARYA a Company Material Adverse Effect. With respect to Sections 3.5(a)(iv), (v) and (vi), the nature of such approvals, and potentially additional requirements that will be dictated by the Israeli Governmental Entities or the Israeli courts in order to obtain the Section 350 Approval, will be identified only in the course of the Section 350 Proceeding. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the any Governing Documents of an ARYA Partythe Company, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a material breach under, any Order or applicable Law (and for the avoidance of doubt, is made under and in compliance with the Israeli Securities Law – 5728 1968) to which any such ARYA Party Group Company or any of its their respective properties or assets are subject or bound or bound, (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse Effect, or (v) result in the triggering, acceleration or increase of payment to any Person or accelerated vesting of any Company Option.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a Dragoneer Party with respect to such ARYA Dragoneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo Dragoneer Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Chariot Merger Sub pursuant to Section 5.105.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Dragoneer Shareholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Dragoneer Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA a Dragoneer Party of this Agreement or any nor the Ancillary Document Documents to which it a Dragoneer Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA a Dragoneer Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA a Dragoneer Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a Dragoneer Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Dragoneer Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a Dragoneer Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Dragoneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA ALPA Party with respect to such ARYA ALPA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares Class A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo Candy Merger Sub pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder ALPA Stockholder Approval or (ixvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA ALPA Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA ALPA Party of this Agreement or any nor the Ancillary Document Documents to which it an ALPA Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA ALPA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA ALPA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA ALPA Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA ALPA Party, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA ALPA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of First Merger Documents and the other documents referred to in Section 2.1(c)(ii) with Second Merger Documents under the Registrar of Companies applicable law of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA each Merger Sub pursuant to Section 5.106.9 and Section 6.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11as applicable, (viii) the ARYA Shareholder Approval or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Group Company Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its it properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party Holdco with respect to such ARYA PartyHoldco’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities, including approval from the German Federal Ministry for Economic Affairs and Energy, that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Holdco Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) Merger Documents under the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies applicable Law of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo Holdco pursuant to Section 5.9, 6.8(b) or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Qell Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party Holdco of this Agreement or any nor the Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the Holdco’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which an ARYA Party Holdco is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Holdco or any of its it’s respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Qell Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s executionexecution or delivery of, delivery or performance of its obligations under under, this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the transactions contemplated by this Agreement and Ancillary Documents, or the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) the filing filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandsnational security or defense matters), (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9SPAC Shareholder Approval, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effectprevent, materially delay or materially impair the ability of SPAC to consummate the Transactions. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents SPAC Memorandum and Articles of an ARYA PartyAssociation, (ii) TABLE OF CONTENTS​​​ result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to be material to the SPAC or reasonably be expected to have an ARYA Material Adverse Effecta material effect on the ability of SPAC to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, (iv) applicable requirements of and filings under the filing of the ARYA Plan of Merger Israeli Securities Law, 1968, and the rules and regulations thereunder or any other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandssimilar Laws, (v) the approvals Company Shareholder Approval and consents to be obtained by HoldCo pursuant to Section 5.9the Company Preferred Shareholder Approval, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectindividually or in the aggregate, reasonably be expected to be material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s executionexecution or delivery of, delivery or performance of its obligations under under, this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the transactions contemplated by this Agreement and Ancillary Documents, or the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) the filing filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandsnational security or defense matters), (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9SPAC Shareholder Approval, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effectprevent, materially delay or materially impair the ability of SPAC to consummate the Transactions. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents SPAC Memorandum and Articles of an ARYA PartyAssociation, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to be material to the SPAC or reasonably be expected to have an ARYA Material Adverse Effecta material effect on the ability of SPAC to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA Party SPAC or Merger Sub with respect to such ARYA PartySPAC’s or Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) applicable requirements of the HSR Act and any other applicable Antitrust Law, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, or the Transactions, (iv) filing of the Company Certificate of Merger, (ivv) approval by the filing FLOIR of the ARYA Plan Florida Change of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Control Filing, (vi) filing of the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, TDI Filing or (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse EffectSPAC Stockholder Approval. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party each of SPAC and Merger Sub of this Agreement or any nor the Ancillary Document Documents to which it SPAC or Merger Sub, as applicable, is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party either SPAC or Merger Sub, as applicable, of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC or Merger Sub, as applicable, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC or Merger Sub, as applicable, is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC, Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effecta material adverse effect on the business, results of operations or financial condition of SPAC or Merger Sub, as applicable, or prevent, materially delay or materially impair the ability of SPAC or Merger Sub, as applicable, to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party TopCo or either Merger Sub with respect to such ARYA PartyTopCo and each Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of First Merger Documents and the other documents referred to in Section 2.1(c)(ii) with Second Merger Documents under the Registrar of Companies applicable law of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA each Merger Sub pursuant to Section 5.106.9 and Section 6.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11as applicable, (viii) the ARYA Shareholder Approval or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party TopCo and each Merger Sub of this Agreement or any nor the Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the TopCo or either Merger Sub’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which an ARYA Party TopCo or either Merger Sub is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party TopCo or either Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a Pathfinder Party with respect to such ARYA Pathfinder Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby such Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Pathfinder Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) any filings required under the Cayman Act or the DGCL in connection with the Domestication, (v) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10Pathfinder Sponsor Consent, (vii) the approvals and consents to be obtained by Company Motion Merger Sub pursuant to Section 5.114.9, (viii) the ARYA Pathfinder Shareholder Approval Approval, (ix) the filing of a Schedule 14D-9 or any amendments thereto and such other documents as may be required or advisable with the Tender Offer to be launched by Xxxxxxxxx Partners in connection with the FP Financing, or (ixx) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Pathfinder Material Adverse Effect. (b) None of the execution or delivery by an ARYA a Pathfinder Party of this Agreement or any Ancillary Document to which it a Pathfinder Party is or will be a party, party or the performance by an ARYA Party the Pathfinder Parties of its their obligations hereunder or thereunder or the consummation by an ARYA a Pathfinder Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a any violation or breach of any provision of the Governing Documents of an ARYA a Pathfinder Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a Pathfinder Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Pathfinder Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a Pathfinder Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Pathfinder Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company or Merger Sub with respect to such ARYA Partythe Company or Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Merger Sub is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act, if applicable, or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions or any other merger control or investment laws or laws that provide for review of national security or defense matters (Acollectively, “Foreign and Domestic Approval Laws”), (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance the filing of (A) the Certificate of Merger and (B) any filings required under the Companies Act in connection with the listing requirements of Nasdaq and Company Pre-Closing Steps or the Merger, (iv) such filings with and approvals of Nasdaq to permit the HoldCo Company Post-Closing Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents approval to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval 5.9 or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of the execution or delivery by an ARYA Party the Company or Merger Sub of this Agreement or any Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party the Company or Merger Sub of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the any Group Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party is a partyor (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Assuming the truth and completeness of the representations and warranties of Plum and Merger Subs contained in this Agreement and the other Transaction Documents to which each is a party, no action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or and performance of its obligations under this Agreement or and the Ancillary other Transaction Documents to which it the Company is or will be a party or and the consummation of the transactions contemplated hereby or and thereby, except for (i) any compliance with and filings set forth on Section 4.04(a) of the Company Disclosure Schedules, (Aii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq the Stock Exchange to permit the HoldCo New Plum Common Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerStock Exchange, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, Required Company Shareholder’s Consent or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9any actions, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10notices, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not have an ARYA Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company. (b) None of Neither the execution or delivery by an ARYA Party the Company of this Agreement or any Ancillary other Transaction Document to which it is or will be a party, the performance by an ARYA Party the Company of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of an ARYA Partythe Company, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party the Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such ARYA Party the Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partythe Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party TortoiseCorp III with respect to such ARYA PartyTortoiseCorp III’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo TortoiseCorp III Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.105.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA TortoiseCorp III Shareholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a TortoiseCorp III Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party TortoiseCorp III of this Agreement or any nor the Ancillary Document Documents to which it TortoiseCorp III is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party TortoiseCorp III of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartyTortoiseCorp III, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party TortoiseCorp III is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party TortoiseCorp III or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartyTortoiseCorp III, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA TortoiseCorp III Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) (A) as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this AgreementAct, and applicable filing requirements of any state “blue sky” securities Laws, and the Ancillary Documents or the transactions contemplated hereby or thereby, rules and regulations thereunder; (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, SPAC Stockholder Approval; or (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effectbe material to SPAC and its applicable Affiliates, or prevent, materially impair or materially delay the SPAC and its applicable Affiliates from consummating the Transactions. (b) None of the execution or delivery by an ARYA Party SPAC of this Agreement or any Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party SPAC of its obligations hereunder or thereunder or the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) accelerate performance required by SPAC under any Contract of SPAC, (iii) result in a violation right of termination or breach ofacceleration under any Contract of SPAC, (iv) give rise to any obligation to make payments or constitute provide compensation under any Contract of SPAC, (v) give rise to any obligation to obtain any third party Consent from any or provide any notice to any Person, (vi) give any Person the right to declare a default default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under any Contract of SPAC, (vii) or otherwise give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, or revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iiiviii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound bound, or (ivix) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except in the case of any of clauses (ii) through (ivix) above, as would not have an ARYA Material Adverse Effectbe material to SPAC, or prevent, materially impair or materially delay SPAC from consummating the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby or therebyby this agreement, except for (i) compliance with and filings and Consents under the HSR Act, if any, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (iii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiv) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) applicable requirements of and filings under the approvals and consents to be obtained by HoldCo pursuant to Section 5.9ISL or any other similar Laws, (vi) compliance and filings with the approvals TASE, the ISA, the Israeli Tax Authority, and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10the Israel Companies Registrar, (vii) the approvals Company Shareholder Approval, which shall have been secured on or prior to the Effective Time, and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be excepted to have an ARYA a Company Material Adverse Effect. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law (and for the avoidance of doubt, is made under and in compliance with the Israeli Securities Law – 5728 1968) to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or bound, (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of either Company Party to consummate the Transactions, or (v) result in the triggering, acceleration or increase of payment to any Person or accelerated vesting of any Company Option.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party Purchaser with respect to such ARYA PartyPurchaser’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo Purchaser Class A Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.105.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Purchaser Shareholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Purchaser Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party Purchaser of this Agreement or any nor the Ancillary Document Documents to which it Purchaser is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party Purchaser of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartyPurchaser, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party Purchaser is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Purchaser or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartyPurchaser, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Purchaser Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company (or any Group Company) with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities, including approval from the German Federal Ministry for Economic Affairs and Energy, that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Holdco Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) Merger Documents under the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies applicable Law of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Required Holdco Shareholder Approval or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA Partythe Company or any other Group Company, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party any Group Company is a partyparty or (B) any Group Company Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its it properties or assets are subject or bound as of the date hereof or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a RACA Party with respect to such ARYA RACA Party’s 's execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo RACA Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (viivi) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder RACA Stockholder Approval or (ixvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a RACA Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA a RACA Party of this Agreement or any nor the Ancillary Document Documents to which it a RACA Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA a RACA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA a RACA Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a RACA Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA RACA Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a RACA Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a RACA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA any TortoiseCorp III Party with respect to such ARYA TortoiseCorp III Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo TortoiseCorp III Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9TRTL Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Pubco and the Merger Sub Subs pursuant to Section 5.105.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA TortoiseCorp III Shareholder Approval or (ixviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a TortoiseCorp III Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA any TortoiseCorp III Party of this Agreement or any nor the Ancillary Document Documents to which it such TortoiseCorp III Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA any TortoiseCorp III Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA such TortoiseCorp III Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA such TortoiseCorp III Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA TortoiseCorp III Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA such TortoiseCorp III Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA TortoiseCorp III Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a JAWS Party with respect to such ARYA Party’s its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo JAWS Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA JAWS Shareholder Approval or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a JAWS Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA a JAWS Party of this Agreement or any nor the Ancillary Document Documents to which it such JAWS Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA such JAWS Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA a JAWS Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a JAWS Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA a JAWS Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a JAWS Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a JAWS Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party any Group Company with respect to such ARYA PartyGroup Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Group Company is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) compliance with and filings under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (Acollectively, “Foreign Antitrust Laws”), (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of MergerCanadian Prospectus with the Autorité des marchés financiers du Québec, (iv) the filing of any documents required by the ARYA Final Order, the Interim Order, and filings required pursuant to the Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsArrangement, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Company Required Approval in respect of the Company Arrangement Resolutions, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party a Group Company of this Agreement or any nor the Ancillary Document Documents to which it such Group Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party the Group Company of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the relevant Group Company’s Governing Documents of an ARYA Partyor the Company Shareholders Agreements, (ii) result in, other than as set out in Section 3.5(b) of the Company Disclosure Schedules, a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound bound, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the assets or properties (other than of any Permitted Liens) of an ARYA PartyGroup Company, except except, in the case of any of clauses (iii) through (iv) above, as would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of any Group Company to timely consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA a Pioneer Party with respect to such ARYA Pioneer Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or and thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Pioneer Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger such filings and the other documents referred to approvals required in Section 2.1(c)(ii) connection with the Registrar of Companies of the Cayman IslandsDomestication, (v) filing of the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Certificate of Merger, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.106.9, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, Pioneer Shareholder Approvals or (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Pioneer Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA a Pioneer Party of this Agreement or any nor the Ancillary Document Documents to which it a Pioneer Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA a Pioneer Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA a Pioneer Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a Pioneer Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Pioneer Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA a Pioneer Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Pioneer Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) the filing of the Company Certificate of Merger, (iii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, Nasdaq or (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None Except as set forth on Section 3.5(b) of the Company Disclosure Schedules, none of the execution or delivery by an ARYA Party the Company of this Agreement or any Ancillary Document Documents to which it is or will be a party, the performance by an ARYA Party the Company of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Company’s Governing Documents Documents, or any of an ARYA Partythe Company Shareholders Agreements, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the filing of Ancillary Documents, or the Company Certificate of MergerTransactions, (iv) the filing of the ARYA Plan Certificate of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse EffectSPAC Stockholder Approval. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse EffectSPAC.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Person or Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares Series A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the Merger and filing of the ARYA Plan of Merger and charter amendment to effect the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies conversion of the Cayman IslandsCompany Preferred Stock, (v) obtaining the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Company Stockholder Written Consent, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Subject to Section 3.6(a), neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party the Company or any of its Subsidiaries is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party the Company or any of its Subsidiaries or any of their respective properties or assets are subject or bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partythe Company or any of its Subsidiaries, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectbe material to the Company and its Subsidiaries taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the filing of the ARYA Plan of Merger Israeli Securities Law, 1968, and the rules and regulations thereunder or any other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandssimilar Laws, (v) the approvals Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and consents Waiver and the Consent to be obtained by HoldCo pursuant to Section 5.9Shareholders Agreement Termination, (vi) the filings or approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse EffectEffect or reasonably be expected to have a material adverse effect on the ability of either Company Party to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration declaration, filing with or filing withnotification to, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby this Agreement, except for (i) compliance with and filings and Consents under the HSR Act, if any, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the filing of Ancillary Documents or the Company Certificate of MergerTransactions, (iv) receipt of the ISA Exemptions, (v) filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) Islands and all such other notices or filings required under the approvals Cayman Companies Law with respect to the consummation of the Merger and consents to be obtained the issuance of the certificate of merger by HoldCo pursuant to Section 5.9the Companies Registrar, (vi) applicable requirements of and filings under the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10ISL or any other similar Laws, (vii) compliance and filings with the approvals TASE, the ISA, the ITA, and consents to be obtained by Company Merger Sub pursuant to Section 5.11the Companies Registrar, (viii) compliance with, applicable requirements of and filings under the ARYA Cayman Companies Law or any other similar Laws, (ix) the SPAC Shareholder Approval Approval, which shall have been secured on or prior to the Merger Effective Time, or (ixx) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, reasonably be expected to have an ARYA a SPAC Material Adverse Effect. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby willTransactions, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a SPAC Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of SPAC to consummate the Transactions. (c) None of SPAC or any entity controlled, directly or indirectly through any Person, by SPAC beneficially owns any Company Ordinary Shares.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SLAM with respect to such ARYA Party’s its execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is is, or will be at the Closing, a party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act or the Securities Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing any applicable requirements of Nasdaq and the Communications Act, (iv) such filings with and approvals of Nasdaq any Approved Stock Exchange to permit the HoldCo SLAM Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqan Approved Stock Exchange, (iiiv) such filings and approvals required in connection with the Domestication, (vi) filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11SLAM Shareholder Approval, (viii) the ARYA Shareholder Approval SLAM Warrantholder Approval, or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not not, individually or in the aggregate, be reasonably expected to have an ARYA a SLAM Material Adverse EffectEffect (each of the foregoing clauses (i) through (x), a “SLAM Governmental Approval” and together with the Company Governmental Approvals, the “Governmental Approvals”). (b) None Except as set forth on Section 4.3(b) of the execution SLAM Disclosure Schedules, neither the execution, delivery or delivery performance by an ARYA Party SLAM of this Agreement or any nor the Ancillary Document Documents to which it is SLAM is, or will be at the Closing, a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SLAM of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySLAM, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SLAM is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SLAM or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySLAM, except in the case of any of clauses clause (ii) through clause (iv) above, as would not have an ARYA a SLAM Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby or by the Ancillary Documents, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq NYSE to permit the HoldCo Company Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerNYSE, (iv) the filing of the ARYA Plan of Merger and Documents under the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies applicable Law of the Cayman Islands, (v) such filings and approvals required in connection with the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Conversion, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10Required Company Shareholder Approval, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.116.11, or (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Group Company Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the TABLE OF CONTENTS​​ Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate Plan of MergerMerger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the filing of the ARYA Plan of Merger Israeli Securities Law, 1968, and the rules and regulations thereunder or any other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islandssimilar Laws, (v) the approvals Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and consents Waiver and the Consent to be obtained by HoldCo pursuant to Section 5.9Shareholders Agreement Termination, (vi) the filings or approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions. (b) None Subject to the receipt of the execution consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a Company Material Adverse EffectEffect or reasonably be expected to have a material adverse effect on the ability of either Company Party to enter into or perform its obligations under this Agreement or consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA any Priveterra Party with respect to such ARYA Priveterra Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq the Listing Exchange to permit the HoldCo Shares Class A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerListing Exchange, (iv) the filing of the ARYA Plan Certificate of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsMerger, (v) the approvals and consents to be obtained by HoldCo Merger Sub pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10Priveterra Stockholder Approval, or (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Priveterra Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA any Priveterra Party of this Agreement or any nor the Ancillary Document Documents to which it any Priveterra Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA any Priveterra Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA any Priveterra Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Priveterra Party or any of its properties or assets are subject or bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA any Priveterra Party, except except, in the case of any of clauses (iib) through (ivb) above, as would not have an ARYA a Priveterra Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA any Cascadia Party with respect to such ARYA Cascadia Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) applicable requirements of any Antitrust Law, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Cascadia Shares to be issued in connection with the transactions contemplated by this Agreement Transactions and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan Certificate of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsMerger, or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Cascadia Material Adverse Effect. (b) None of the execution or delivery by an ARYA any Cascadia Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an ARYA any Cascadia Party of its obligations hereunder or thereunder or the consummation by an ARYA any Cascadia Party of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Governing Documents governing documents of an ARYA any Cascadia Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which an ARYA a Cascadia Party is a party, (iii) violate, or constitute a breach or default under, any Order Order, Law, or applicable Law other restriction of any Governmental Entity to which any such ARYA Cascadia Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA any Cascadia Party, except in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Cascadia Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration declaration, filing with or filing withnotification to, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby this Agreement, except for (i) compliance with and filings and Consents under the HSR Act, if any, (Aii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iv) filing of the Certificate of Merger or (v) the SPAC Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by SPAC of this Agreement nor the Ancillary Documents to which SPAC is or will be a party nor the consummation by SPAC of the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effect. (b) None of the execution or delivery by an ARYA Party of this Agreement or any Ancillary Document to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not not, individually or in the aggregate, reasonably be expected to have an ARYA a SPAC Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of SPAC to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party any Group Company with respect to such ARYA Partya Group Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it such Group Company is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq and Nasdaq First North to permit the HoldCo TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqeach of Nasdaq and Nasdaq First North, (iii) the filing of the Company Certificate of Mergeras applicable, (iv) the filing of the ARYA Plan of First Merger Documents and the other documents referred to in Section 2.1(c)(ii) with Second Merger Documents under the Registrar of Companies applicable law of the Cayman IslandsIslands or of Luxembourg, as applicable, or (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party each Group Company of this Agreement or any nor the Ancillary Document Documents, as applicable, to which it such Group Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the such Group Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company is a partyparty or (B) any Group Company Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its it properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of an ARYA either Company Party with respect to such ARYA the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement the Federal Securities Laws, (ii) compliance with and filings or notifications required to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has be filed with state securities regulators pursuant to consummate the transactions contemplated by this Agreement “blue sky” Laws and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, Merger and (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consentsConsents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or delivery performance by an ARYA either Company Party of this Agreement or any nor the Ancillary Document Documents to which it the applicable Company Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the any Company Party’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company or Merger Sub is a partyparty or (B) any material permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted (the “Material Permits”), (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partyany Group Company or Merger Sub, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectindividually or in the aggregate, reasonably be expected to be material to the Company.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of an ARYA Party TopCo or Merger Sub with respect to such ARYA PartyTopCo’s and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary other Transactions Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Transaction Documents, except for (i) the approval of the Financial Conduct Authority (AUK) to TopCo (and each other person who, on Closing, becomes a “controller” of Wiggle Limited and Chain Reaction Cycles Retail Limited (the “Regulated Companies”)) holding an indirect controlling interest in the Regulated Companies, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Transaction Documents or the transactions contemplated by hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq the Stock Exchange to permit the HoldCo TopCo Ordinary Shares to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the Company Certificate of MergerStock Exchange, (iv) the filing of the ARYA Plan of Merger and Documents under the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies applicable law of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.107.06, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ixvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) None of Neither the execution execution, delivery or delivery performance by an ARYA Party TopCo and each Merger Sub of this Agreement or any Ancillary Document nor the Transaction Documents to which it is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or and thereby will, directly or indirectly (with or without due notice or lapse of time or both) ), (i) result in a violation or any breach of any provision of the TopCo or either Merger Sub’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of of, any Contract to which an ARYA Party TopCo or either Merger Sub is a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which any such ARYA Party TopCo or either Merger Sub or any of its their respective properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA Party), except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party SPAC with respect to such ARYA PartySPAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SECany other documents or information required pursuant to applicable requirements, and mailing to shareholdersif any, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange ActFederal Securities Laws, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares or notifications required to be issued filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the transactions contemplated by this Agreement and Ancillary Documents, or the other Ancillary Documents to be listed on NasdaqTransactions, (iii) the filing of the Company Certificate of Merger, Merger or (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA Material Adverse EffectSPAC Stockholder Approval. (b) None Subject to the receipt of the execution Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or delivery performance by an ARYA Party SPAC of this Agreement or any nor the Ancillary Document Documents to which it SPAC is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Governing Documents of an ARYA PartySPAC, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which an ARYA Party SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party SPAC or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA PartySPAC, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effecta material adverse effect on the business, results of operations or financial condition of SPAC or prevent, materially delay or materially impair the ability of SPAC to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company or Stronghold Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company or Stronghold Merger Sub is or will be party or the consummation of the transactions contemplated hereby by this Agreement or therebyby the Ancillary Documents, except for (i) (A) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, SEC and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq the Designated Exchange to permit the HoldCo Company Post-Closing Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Designated Exchange, (iii) the filing of the Company Certificate of MergerMerger Filings, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) the approvals and consents to be obtained by HoldCo Stronghold Merger Sub, the Company and Parent pursuant to Section 5.94.9 or Section 4.13, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ixv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None Except as set forth in Section 2.5(b) of the execution Company Disclosure Schedule, neither the execution, delivery or delivery performance by an ARYA Party the Company or Stronghold Merger Sub of this Agreement or any nor the Ancillary Document Documents to which it the Company or Stronghold Merger Sub is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s, Stronghold Merger Sub’s, Parent’s or Parent GP’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which an ARYA Party any Group Company, Parent or Parent GP is a partyparty or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party Group Company or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA PartyParent or any Group Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA a Company Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No Except as set forth on Section 3.6 of the Company Disclosure Schedules, no consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of an ARYA Party the Company with respect to such ARYA Partythe Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (Aacting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement / Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iiiii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares Class A Common Stock to be issued in connection accordance with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiiv) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (v) obtaining the approvals and consents to be obtained by HoldCo pursuant to Section 5.9Company Stockholder Written Consent, or (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an ARYA a Company Material Adverse Effect. (b) None of Subject to Section 3.6(a), neither the execution execution, delivery or delivery performance by an ARYA Party the Company of this Agreement or any nor the Ancillary Document Documents to which it the Company is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or nor the consummation by an ARYA Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or any breach of any provision of the Company’s Governing Documents of an ARYA PartyDocuments, (ii) result in a violation or material breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which an ARYA Party the Company is a party, or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Party the Company or any of its properties or assets are subject or bound bound, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an ARYA Partythe Company, except except, in the case of any of clauses (ii) through (iv) above, as would not have an ARYA Material Adverse Effectbe material to the Company.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section 3.5 (aand assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on in connection with the part of an ARYA Party with respect to such ARYA Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it such Acquiror Party is or will be a party to or bound by, or the consummation by such Acquiror Party of the transactions contemplated hereby or thereby, except for (i) (A) the filing with the SEC of the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyDocuments, except for (iia) compliance with and filings under the listing requirements of Nasdaq HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) such filings with and approvals approval of Nasdaq to permit the HoldCo Acquiror Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on the Nasdaq, (iiid) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan Certificates of Merger and the other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman IslandsAcquiror Charter, (ve) the approvals and consents to be obtained filings, notices or other actions contemplated by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 5.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval ‎Section 5.15 or (ixf) any other consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not have an ARYA Material Adverse Effect. (b) None of reasonably be expected to be, individually or in the execution aggregate, material to the Acquiror Parties, taken as a whole. Neither the execution, delivery or delivery performance by an ARYA such Acquiror Party of this Agreement or any nor the Ancillary Document Documents to which it such Acquiror Party is or will be a party, the performance by an ARYA Party of its obligations hereunder or thereunder or party nor the consummation by an ARYA such Acquiror Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in a violation or any breach of any provision of the Governing Documents of an ARYA such Acquiror Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which an ARYA such Acquiror Party is a partyparty or by which any such Acquiror Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such ARYA Acquiror Party or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of an ARYA such Acquiror Party, except in the case of any of clauses (ii) through though (iv) above, as would not have an ARYA Material Adverse Effectreasonably be expected to be, individually or in the aggregate, material to the Acquiror Parties, taken as a whole.